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): November 1, 2016

ACTIVECARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53570	87-0578125
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1365 West Business Park Drive, #100

Orem, Utah 84058

(Address of Principal Executive Offices)

(877) 219-6050

Registrant's telephone number, including area code

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:

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

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

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

1-for-500 Reverse Stock Split

Effective November 1, 2016, ActiveCare, Inc., a Delaware corporation (the "Company"), filed with the State of Delaware a Certificate of Amendment to Certificate of Incorporation (the "Amendment") to effectuate a 1-for-500 reverse stock split (the "Reverse Split").

The Reverse Split is being implemented by the Company in preparation for a proposed application to up-list the Company's common stock on the NASDAQ Capital Market ("NASDAQ"). The Reverse Split is intended to fulfill the stock price requirements for listing on NASDAQ since the requirements include, among other things, that the Company's common stock must maintain a minimum closing price per share of $4.00 or higher. Assuming the Company is able to meet NASDAQ's requirements, the Company intends to file the proposed up-list application with NASDAQ in the coming weeks after meeting the minimum closing price requirement. However, there is no assurance that the Company's application to up-list the Company's common stock on NASDAQ will be approved.

The Company is currently awaiting notice from the Financial Industry Regulatory Authority ("FINRA") that the Reverse Split has been approved and the date upon which the Reverse Split will take effect on the OTC Marketplace (the "Effective Date").

The Reverse Split has no impact on shareholders' proportionate equity interests or voting rights in the Company or the par value of the Company's common stock, which remains unchanged.

The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation*

 *filed herewith

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 hereunto duly authorized.

	ACTIVECARE, INC.
Date: November 8, 2016	By:	/s/ Jeffrey Peterson
		Jeffrey Peterson
		Chief Executive Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

ACTIVECARE, INC.

Pursuant to and in accordance with Section 242 of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), the undersigned, ActiveCare, Inc. (the "Corporation") hereby declares and certifies as follows:

1. The name of the Corporation is ActiveCare, Inc.

2. The Certificate of Incorporation of the Corporation was filed with the State of Delaware Secretary of State on July 15, 2009.

3. The Certificate of Incorporation is hereby amended to effect a reverse stock split of the Corporation's common stock, at a ratio of one (1) share for each five hundred (500) shares outstanding.

4. To effect the foregoing, the Certificate of Incorporation is hereby amended as follows:

A. Following the final paragraph of ARTICLE V of the Certificate of Incorporation the following text is inserted:

"Upon the filing of this Certificate of Amendment to the Certificate of Incorporation (the date of such filing, hereinafter the "Filing Date"), each five hundred (500) shares of Common Stock of the Corporation issued and outstanding immediately prior to the Filing Date, without further action, will be automatically combined into and become one (1) share of fully paid and nonassessable Common Stock of the Corporation (the "Reverse Stock Split").  No fractional shares shall be issued upon the Reverse Stock Split; rather, each fractional share resulting from the Reverse Stock Split shall be rounded up to the nearest whole number.  Each outstanding stock certificate of the Corporation, which prior to the Filing Date represented one or more shares of Common Stock, shall immediately after such Filing Date represent that number of shares of Common Stock equal to the product of (x) the number of shares of Common Stock represented on such certificates divided by (y) five hundred (500) (such adjusted shares, the "Reclassified Shares"), with any resulting fractional shares rounded up to the nearest whole share as set forth above.  Any options, warrants or other purchase rights, which prior to the Filing Date represented the right to acquire one or more shares of the Corporation's Common Stock, shall immediately after such Filing Date represent the right to acquire one (1) share of the Corporation's Common Stock for every five hundred (500) shares of the Corporation's Common Stock that such option, warrant or other purchase right previously represented the right to acquire.  The exercise price of such options, warrants and purchase rights shall be adjusted by multiplying the existing exercise price by five hundred (500).

The number of authorized shares of Common Stock of the Corporation and the par value of such shares will not be affected by this Certificate of Amendment.

The Corporation shall, upon the request of each record holder of a certificate representing shares of Common Stock issued and outstanding immediately prior to the Filing Date, issue and deliver to such holder in exchange for such certificate a new certificate or certificates representing the Reclassified Shares.

5. The amendment specified above has been duly approved and recommended to the stockholders of the Corporation by the board of directors of the Corporation and, in accordance with Section 242 of the DGCL, has been approved and adopted by a majority of the stockholders of the Corporation in accordance with the DGCL, the Certificate of Incorporation, and the Bylaws of the Corporation.

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation of the Corporation is executed and effective as of the 1st day of November, 2016.

ACTIVECARE, INC., a Delaware corporation,

/s/Jeffrey Peterson

Chief Executive Officer