Current Report Filing (8-k)
2016年8月17日 - 4:43AM
Edgar (US Regulatory)
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):
August 11, 2016
EVENT
CARDIO GROUP INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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0-52518
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20-8051714
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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739
Colony Palm Drive
Boynton
Beach, Florida
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33436
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(Address of
principal executive offices)
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):
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
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On August 11, 2016, our Board of Directors
(the “Board”) approved and authorized the adoption of amendments to our By-laws (the “Bylaw Amendments”),
which Bylaw Amendments became effective immediately upon their adoption by the Board. The Bylaw Amendments amend Article
II, Section 3 (“Special Meetings”) to eliminate the right of shareholders to call a special meeting and add a new
Section 13 to Article II which provides, to the fullest extent permitted by law, (i) for the shifting of litigation expenses to
an unsuccessful plaintiff in intra-corporate litigation who does not obtain a judgment on the merits that substantially achieves,
in substance and amount, the full remedy sought and (ii) that a plaintiff in intra-corporate litigation is required to pay all
of its own litigation expenses, and will not be entitled to recover such litigation expenses from our company, regardless of whether
the plaintiff is successful.
The foregoing description of the Bylaw
Amendments is not complete and is qualified in its entirety by reference to the full text of the By-law Amendments included in
the Amended and Restated By-laws, filed as Exhibit 3.3 to this report and incorporated herein by reference.
Item 9.01
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Financial Statements
and Exhibits.
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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: August 16, 2016
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EVENT
CARDIO GROUP INC.
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By:
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/s/ John
Bentivoglio
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John
Bentivoglio
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Chief
Executive Officer
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