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) | June 5, 2015 (June 2, 2015) |
| VIRTUALSCOPICS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
| (State or other jurisdiction of incorporation) |
| 000-52018 | 04-3007151 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 500 Linden Oaks, Rochester, New York | 14625 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code | (585) 249-6231 |
| |
| (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):
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of VirtualScopics, Inc. (the “Company”) held on June 2, 2015 (the “Annual Meeting”), the following nominees for director were elected to serve until the 2016 Annual Meeting of Stockholders and until a successor is elected and qualified: Eric Converse, Robert G. Klimasewski, Bruce L. Lev, Charles E. Phelps, Terence A. Walts and Michael Woehler. Andrew Levitch was elected in February 2015 by unanimous consent of the holders of the Company’s outstanding Series C-1 Preferred Stock and will continue to serve as a director in that capacity. On other business conducted at the Annual Meeting, the stockholders (i) ratified the appointment of Marcum LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2015, and (ii) approved, on an advisory basis, the compensation of certain of the Company’s executive officers.
The following tables present the final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting. Unless otherwise indicated, all results presented below reflect the voting power of the Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C-1 Preferred Stock, voting together as a single class:
PROPOSAL 1: To elect six (6) members to the Company’s Board of Directors to serve a one (1) year term.
| | | Number of Votes |
| | | For | | Withheld | | Broker Non-Votes |
| Eric Converse | | 1,359,034 | | 131,379 | | 1,433,653 |
| Robert G. Klimasewski | | 1,161,757 | | 328,656 | | 1,433,653 |
| Bruce L. Lev | | 1,358,486 | | 131,927 | | 1,433,653 |
| Charles E. Phelps | | 1,163,379 | | 327,034 | | 1,433,653 |
| Terence A. Walts | | 1,163,409 | | 327,004 | | 1,433,653 |
| Michael Woehler | | 1,359,364 | | 131,049 | | 1,433,653 |
PROPOSAL 2: To ratify the appointment of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
| | | Number of Votes | |
| | | For | | | Against | | | Abstain | |
| All Classes Voting Together | | | 2,743,850 | | | | 54,661 | | | | 125,555 | |
PROPOSAL 3: To cast a non-binding advisory vote approving the compensation of certain of the Company’s executive officers.
| | | Number of Votes | |
| | | For | | | Against | | | Abstain | | | Broker Non-
Votes | |
| All Classes Voting Together | | | 1,333,806 | | | | 31,341 | | | | 125,266 | | | | 1,433,653 | |
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
During the Annual Meeting, presentations regarding the Company’s business and operations were made by members of the Company’s senior management team. A copy of the transcript of the Annual Meeting is attached hereto as Exhibit 99.2. The slides attached hereto as Exhibit 99.3 were prepared in connection with the presentations.
The information furnished pursuant to this Item 7.01 and the exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Section 8 – Other Events
On June 5, 2015, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
Section 9 –Financial Statements and Exhibits
| Item 9.01 | Financial Statement and Exhibits |
(d) Exhibits
| 99.1 | Press Release, dated June 5, 2015 |
| 99.2 | Transcript of Annual Meeting |
| 99.3 | Slides prepared in connection with Annual Meeting presentations |
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.
| Dated: June 5, 2015 | VIRTUALSCOPICS, INC. |
| | | |
| | By: | \s\ James Groff |
| | Name: | James Groff |
| | Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release, dated June 5, 2015 |
| | | |
| 99.2 | | Transcript of Annual Meeting |
| | | |
| 99.3 | | Slides prepared in connection with Annual Meeting presentations |
