UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTELLECT NEUROSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-8329066 | ||
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
550 Sylvan Ave., Suite 101
Englewood Cliffs, New Jersey 07632
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
If this form relates the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ¨
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share.
| Item 1. | Description of Registrant’s Securities to be Registered. |
This registration statement relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Intellect Neurosciences, Inc. (the “Company”).
The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders and are not entitled to cumulate their votes in the election of directors. Therefore, holders of a majority of the shares of Common Stock and outstanding preferred stock that votes on an as converted basis voting for the election of directors can elect all of the directors. Holders of the Company’s Common Stock and outstanding preferred stock that votes on an as converted basis representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.
In addition, the holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Company’s Board of Directors out of legally available funds; however, the current policy of the Company’s Board of Directors is to retain earnings, if any, for operations and growth. In the event of the Company’s liquidation or dissolution, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and any similar class of outstanding securities. Holders of Common Stock have no preemptive or other subscription rights and no right to convert their Common Stock into any other securities.
The rights, preferences and privileges of holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the Company’s Board of Directors.
| Item 2. | Exhibits. |
Exhibit Number | Description | ||
| 3.1 | Certificate of Incorporation (incorporated herein by reference to our Current Report on Form 8-K filed with the SEC on January 30, 2007). | ||
| 3.2 | Bylaws (incorporated herein by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2007). | ||
| 3.3 | Certificate of Merger and Amended and Restated Certificate of Incorporation (incorporated herein by reference to our Current Report on Form 8-K filed with the SEC on January 31, 2007). | ||
| 3.4 | Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to our Current Report on Form 8-K filed with the SEC on February 25, 2010). | ||
| 3.5 | Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to our Current Report on Form 8-K filed with the SEC on May 10, 2010). | ||
| 3.6 | Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to our Current Report on Form 8-K filed with the SEC on April 8, 2011). | ||
| 3.7 | Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to our Current Report on Form 8-K filed with the SEC on August 15, 2014). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| INTELLECT NEUROSCIENCES, INC. | |||
| Dated: August 18, 2014 | /s/ Elliot Maza | ||
| By: | Elliot Maza | ||
| Chief Executive Officer | |||
