8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 8, 2015

MetaStat, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-52735 (Commission File Number) 20-8753132 (IRS Employer Identification No.)

27 Drydock Avenue, 2nd Floor

Boston, MA 02210

(Address of principal executive offices and zip code)

(617) 531-6500

(Registrant's telephone number including area code)

(Registrant's 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 registrant under any of the following provisions:

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

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

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

[  ]  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.

The Board of Directors of MetaStat, Inc., a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-15 (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Company’s stockholders at a special stockholders meeting held on June 22, 2015. On October 7, 2015, the Company issued a press release announcing the Reverse Stock Split and FINRA’s approval thereof. A copy of the press release is filed herewith as Exhibit 99.1.

The Reverse Stock Split is being effected in connection with the Company’s intention to apply to list the Common Stock on the NASDAQ Capital Market or NYSE Market. As of the date of this report, the Common Stock is quoted for trading on the OTC Markets Inc. OTCQB Marketplace and has not been approved for listing on the NASDAQ Capital Market, NYSE Market or any other securities exchange, and any such listing may never occur.

Effective Date; Symbol; CUSIP Number:

The Reverse Stock Split will become effective with FINRA and in the marketplace on October 8, 2015 (the “Effective Date”), at which time the Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the trading symbol for the Common Stock will change to “MTSTD” for a period of 20 business days, after which the final “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “MTST”. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 59140A203.

Split Adjustment; Treatment of Fractional Shares:

On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 15, with such resulting number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.

Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 15 and multiplying the exercise or conversion price thereof by 15, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities.

Certificated and Non-Certificated Shares:

Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, TranShare Corporation, at the address set forth below. TranShare will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder.

TranShare Corporation

4626 S. Broadway

Englewood, CO  80113

Capitalization:

Immediately prior to the Reverse Stock Split, there were 27,830,052 shares of Common Stock outstanding.  After the Reverse Stock Split, there will be approximately 1,855,337 shares of Common Stock outstanding. The Reverse Stock Split will have no effect on the par value of the Common Stock or outstanding shares of preferred stock. Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits:

No.	Description
99.1	Press Release dated October 7, 2015

SIGNATURES

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 thereunto duly authorized. 


METASTAT, INC.

By:     /s/ Douglas A. Hamilton

Name Douglas A. Hamilton

Title:  President and CEO

Dated: October 8, 2015

EX-99.1

Exhibit 99.1

MetaStat Announces Reverse Stock Split in Preparation for a Proposed Uplisting to a National Market

MetaStat takes action to enact a 1-for-15 reverse stock split as the next step in the process of uplisting its stock on a national securities exchange

BOSTON – October 7, 2015 – MetaStat, Inc. (OTCQB: MTST), a molecular diagnostic company, today announced that effective 7:00 a.m. Eastern Standard Time, October 8, 2015, the company will implement a 1-for-15 reverse split of its common stock for the purpose of qualifying for the minimum stock price requirement for listing on a national securities exchange, such as the NASDAQ Capital Market or NYSE Market. The company’s common stock will begin trading on a post-split basis on the OTCQB under the temporary symbol “MTSTD” effective with the open of trading tomorrow, October 8, 2015.

“This is an important step in our previously announced capital markets strategy to increase the liquidity and visibility of MetaStat’s common stock on behalf of shareholders” said Douglas A. Hamilton, President and Chief Executive Officer of MetaStat. “Uplisting to a national securities exchange will allow greater access to capital to help commercialize our first product offering and expand the depth and breadth of our product pipeline.”

The reverse stock split was approved by MetaStat’s board of directors on January 29, 2015 and by the shareholders at a special shareholders meeting on June 22, 2015. On the effective date of the reverse split, every 15 shares of issued and outstanding common stock will become 1 share of newly issued and outstanding common stock.  The reverse stock split will not affect any shareholder’s ownership percentage of MetaStat. Any fractional shares resulting from the reverse split will be rounded up to the nearest whole share. The company’s common stock will also trade under a new CUSIP number of 59140A203.

Regulatory approval for the reverse stock split was granted by the Financial Industry Regulatory Authority (FINRA) on October 6, 2015. Shareholders should direct any questions concerning the reverse split to their broker or the company’s transfer agent, TranShare Corporation, (303) 662-1112.

About MetaStat, Inc.

MetaStat, Inc. (MTST) is a molecular diagnostic company that develops and commercializes tissue-based diagnostic tests for prediction of cancer metastasis, the process by which cancer spreads from a primary tumor through the bloodstream to other areas of the body. MetaStat is focused on breast, lung, colorectal and prostate cancers, where aggressive cancer is responsible for approximately 90% of all deaths. Both the MetaSite Breast™ and MenaCalc™ assays are designed to accurately stratify patients based on the aggressiveness of their tumor and risk the cancer will spread. MetaStat's testing platform improves treatment planning decisions by positively identifying patients at high-risk of metastasis who need aggressive therapy and by sparing patients with a low-risk of metastasis from the harmful side effects and expense of chemotherapy. The company is based in Boston, MA.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those projected in the forward-looking statements as a result of various factors and other risks, including those set forth in the company's Form 10-K filed with the Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements in this release are made as of the date hereof and the company undertakes no obligation to update such statements.

Contact:

MetaStat

Rick Pierce, 617-531-0874

Rpierce@metastat.com