8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

Date of Report (Date of earliest event reported): October 13, 2015

COPSYNC, INC.

(Exact name of registrant specified in charter)

Delaware	000-53705	98-0513637
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16415 Addison Road, Suite 300, Addison, Texas 75001

(Address of principal executive offices)  (Zip Code)

(972) 865-6192

 (Registrant’s telephone number, including area code)

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders

As previously announced, the Board of Directors of the Company and its stockholders authorized a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). The number of authorized shares of Common Stock remains unchanged.

The Company effected the Reverse Stock Split at 12:01 A.M. EST on October 14, 2015 (the “Effective Time”) pursuant to the Company’s filing of a Certificate of Amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware.

At the Effective Time, every 50 shares of Common Stock issued and outstanding were automatically combined into one share of issued and outstanding Common Stock, without any change in the par value. A copy of the Amendment is filed herewith as Exhibit 3.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

See Item 3.03 above.

Item 8.01 Other Information

On October 13, 2015, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment, dated October 13, 2015.
99.1	Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COPSYNC, Inc.
Dated: October 16, 2015	By:	/s/ Barry W. Wilson
	Name:	Barry W. Wilson
	Title:	Chief Financial Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

COPSYNC, INC.

FIRST: Article IV of the Amended and Restated Certificate of Incorporation of COPsync, Inc. is hereby amended by adding the following paragraph at the end thereof:

"At 12:01 A.M. on October 14, 2015 (the "Effective Time") pursuant to the General Corporation Law of the State of Delaware (the "DGCL") of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each 50 shares of the Corporation's Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time, shall automatically be reclassified, combined, and converted into one (1) validly issued, fully paid, and non-assessable share of Common Stock, par value $0.0001 per share, of the Corporation, without any action by any holder thereof; provided that no fractional share interests shall be issued as a result of the foregoing reclassification, combination, and conversion.  In lieu of issuing fractional shares, the Corporation will issue to any stockholder who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split an additional share of Common Stock.

From and after the Effective Time certificates that, immediately prior to the Effective Time, represent shares of Common Stock that are held by any stockholder that holds shares of Common Stock immediately prior to the Effective Time shall thereafter represent the number of shares of Common Stock into which such shares shall have been reclassified, combined, and converted at the Effective Time pursuant to this Certificate of Amendment."

SECOND: That pursuant to resolution of the Board of Directors, the proposed amendment was approved by the requisite number of stockholders of the Corporation via written consent, dated July 7, 2015 in accordance with Sections 228 and 242 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, I have signed this Certificate on behalf of COPsync, Inc. this 14th day of September, 2015.

COPsync, Inc.

By: /s/ Barry Wilson                                           

Name: Barry Wilson

Title: CFO

EX-99.1

Exhibit 99.1

COPsync Announces 1-for 50 Reverse Stock Split

DALLAS, TX – October 13, 2015(GLOBE NEWSWIRE) – COPsync, Inc. (OTCQB: COYN), which operates the nation’s only law enforcement in-car information sharing and communication network and the COPsync911 threat alert service for schools, government buildings, hospitals and other potentially at-risk facilities, announced a 1-for-50 reverse split of its common stock that will be effective at 12:01 A.M. on Wednesday, October 14, 2015, with a simultaneous record date, and in effect at the opening of trading on the OTCQB tier of the OTC Markets on Wednesday, October 14, 2015. The reverse stock split was approved by the company's shareholders by written consent on July 7, 2015 and the specific ratio was subsequently determined at a meeting of the company’s Board of Directors on September 9, 2015.

The reverse stock split was implemented to help the company become eligible for listing on The NASDAQ Capital Market (“NASDAQ”). The company has applied for listing on NASDAQ because it expects that the listing will broaden the company’s shareholder base to include more institutional investors and larger retail investors and also improve liquidity in the company’s securities.  The company can provide no assurance, however, that the uplisting will be approved and, even if approved, that the expected benefits of uplisting will be realized.

At the effective time of the reverse stock split, every 50 shares of the company’s common stock will be converted into one newly issued share of the company’s common stock, without any change in the par value per share.

The reverse stock split will reduce the number of shares of the company’s outstanding common stock from 208,588,818 to approximately 4,171,806 shares. Proportional adjustments will be made to the company’s outstanding stock options and outstanding warrants. The number of authorized shares of the company's common stock will remain at 500,000,000 shares.

Each holder who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split shall receive an additional share of common stock.

Holders of shares of common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse split, and will see the impact of the reverse split automatically reflected in their accounts. Beneficial holders may contact their bank, broker or nominee for more information.  Holders of shares in certificate form or a combination of certificate and book-entry form do not need to take any action to exchange their stock certificates. Stockholders may continue to make sales or transfers using their old stock certificates. Upon request, we will issue new certificates to anyone who holds old stock certificates in exchange therefor.

Additional information about the reverse stock split can be found in the company's definitive information statement filed on Schedule 14C with the Securities and Exchange Commission on August 5, 2015, a copy of which is available at www.sec.gov.

About COPsync

COPsync, Inc. (OTCQB: COYN) is a technology company that improves communication between and among law enforcement officers and agencies from differing jurisdictions to help them prevent and respond more quickly to crime. The COPsync Network connects law enforcement officers and agencies to a common communications system, which gives officers instant access to actionable, mission-critical data and enables them to share information and communicate in real-time with other officers and agencies, even those hundreds and thousands of miles away. The Network's companion, COPsync911 threat alert system, enables schools, courts, hospitals, government buildings, energy, telecommunications and other potentially at-risk facilities to automatically and silently send threat alerts directly to local law enforcement officers in their patrol cars in the event of a crisis, thereby speeding first responder response times and saving minutes when seconds count. The COPsync Network saves officer and citizen lives, reduces unsolved crimes and assists in apprehending criminals and interdicting criminal behavior -- through such features as a nationwide officer safety alert system, GPS/auto vehicle location and distance-based alerts for crimes in progress, such as school crisis situations, child abductions, bank robberies and police pursuits. The COPsync Network also eliminates manual processes and increases officer productivity by enabling officers to electronically write tickets, accident reports, DUI forms, arrest forms and incident and offense reports. The company also sells VidTac(R), an in-vehicle, software-driven video system for law enforcement. Visit www.copsync.com and www.copsync911.com for more information.

Statements in this release that are not purely historical facts or that depend upon future events, including statements about forecasts of earnings, revenue, product development, sales or other statements about anticipations, beliefs, expectations, intentions, plans or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Examples of such forward-looking statements include, without limitation, “…because it expects that the listing will broaden the company’s shareholder base to include more institutional investors and larger retail investors and also improve liquidity in the company’s securities.” Readers are cautioned not to place undue reliance on forward-looking statements.  All forward-looking statements are based on information available to the Company on the date this release was issued. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the Company’s ability to obtain and retain customers and development, implementation and acceptance of its products and services. The Company may not succeed in adequately addressing and managing these and other risks. Further information regarding factors that could affect the Company’s financial, operating and other results can be found in the risk factors section of the Company’s filing on Form 10-K for 2014 and other filings the Company may make with the Securities and Exchange Commission from time-to-time.

Contact:

Ronald A. Woessner

Chief Executive Officer

972-865-6192

invest@copsync.com

Dian Griesel Int'l.

Susan Forman

212-852-3210

sforman@dgi.com