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 26, 2013
MEDWORTH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-35984 | 46-1970047 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
801 Brickell Avenue Suite 943 |
||
Miami, Florida | 33131 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 347-5180
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 Securities 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 8.01 | Other Events. |
On October 22, 2013, MedWorth Acquisition Corp. (the "Company") distributed a consent solicitation statement to its stockholders of record as of Friday, September 6, 2013 seeking approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to change the Company's name to MergeWorthRx Corp. As of November 26, 2013, the last day to receive consents from the Company's stockholders, the Company had received consents from holders owning 6,284,300 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), or 61.6% of the outstanding shares. Holders owning a total of 47,651 shares of the Company's Common Stock, or 0.47%, withheld consent. No holders abstained.
Following receipt of stockholder approval, on November 27, 2013, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to change the Company's name to MergeWorthRx Corp.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. |
Description | |
3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation |
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.
MEDWORTH ACQUISITION CORP. | ||||
Date: November 27, 2013 | By: | /s/ Anthony Minnuto | ||
Name: Anthony Minnuto Title: Executive Chairman | ||||
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDWORTH ACQUISITION CORP.
MedWorth Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation "), hereby certifies that:
1. The name of the Corporation is "MedWorth Acquisition Corp."
2. The date on which the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware is June 25, 2013.
3. This Certificate of Amendment was duly adopted by written consents of the Board of Directors and stockholders of the Corporation, acting in accordance with the provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware.
4. The text of the first article of the Corporation's Amended and Restated Certification of Incorporation is hereby amended and restated to read in its entirety as follows:
FIRST: The name of the corporation is MergeWorthRx Corp. (hereinafter sometimes referred to as the "Corporation").
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Anthony Minnuto, its Executive Chairman as of this 27th day of November, 2013.
MEDWORTH ACQUISITION CORP. | |||
By: | /s/ Anthony Minnuto | ||
Anthony Minnuto, Executive Chairman |