UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 6, 2015
Sanomedics International Holdings, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | | 000-54167 | | 27-3320809 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
444 Brickell Avenue, Suite 415, Miami, Florida | | 33131 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (305)433-7814
not applicable |
(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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 8.01 Other Events.
As disclosed in our definitive Information Statement on Schedule 14C as filed with the Securities and Exchange Commission on January 20, 2015, the holders of a majority of the outstanding voting securities of Sanomedics International Holdings, Inc. have approved the following corporate actions:
| | · | a change our corporate name to Sanomedics, Inc.; |
| | · | an increase the number of authorized shares of our common stock from 250,000,000 to 650,000,000 shares; and |
| | · | a reverse stock split of our outstanding common stock on the basis of one for one hundred twenty-five (1:125). |
The effective date of these actions is February 9, 2015 and our common stock will be quoted on the OTC Markets under our new name and on a post-split basis on that date. Our CUSIP number will change to 801063306. Our common stock will be quoted under the symbol “SIMHD” for 20 business days starting on the effective date, after which time the symbol will revert back to SIMH.
As a result of the reverse stock split, each 125 shares of our common stock issued and outstanding, or held as treasury shares, immediately prior to the effective date of the reverse stock split will become one share of our common stock on the effective date of the reverse stock split. No fractional shares of common stock will be issued to any stockholder in connection with the reverse stock split and all fractional shares which might otherwise be issuable as a result of the reverse stock split will be rounded up to the nearest whole share.
After the effective date of the reverse stock split, each certificate representing shares of pre-reverse stock split common stock will be deemed to represent one-125th of a share of our post-reverse stock split common stock, subject to rounding for fractional shares, and the records of our transfer agent, Manhattan Stock Transfer Company, will be adjusted to give effect to the reverse stock split. Following the effective date of the reverse stock split, the share certificates representing the pre-reverse stock split common stock in our former name will continue to be valid for the appropriate number of shares of post-reverse stock split common stock, adjusted for rounding. Certificates representing shares of the post-reverse stock split reflecting our new name will be issued in due course as certificates for pre-reverse stock split common shares are tendered for exchange or transfer to our transfer agent. We request that stockholders do not send in any of their stock certificates at this time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | |
3.6 | | Certificate of Amendment to the 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.
| | Sanomedics International Holdings, Inc. | |
| | | |
Date: February 6, 2015 | By: | /s/ David C. Langle | |
| | | David C. Langle, Chief Financial Officer | |
Exhibit Index
Exhibit No. | | Description |
| | |
3.6 | | Certificate of Amendment to the Certificate of Incorporation. |
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