Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.2.0.727
Subsequent Events
12 Months Ended
Mar. 31, 2015
Notes  
Subsequent Events

 

NOTE 9 – SUBSEQUENT EVENTS

 

Reverse Split Authorized:

 

Our Board and the Majority Stockholders have unanimously adopted a resolution to authorize a reverse stock split of all of the outstanding shares of our Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-7, with the exact ratio to be established at the discretion of the Board (a “Reverse Stock Split”), and granting the Board the discretion to file a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

 

The Board of Directors shall have the sole discretion to effect the Reverse Stock Split, or not to effect the Reverse Stock Split if they conclude that it is not in the best interest of the stockholders of the Company.  Providing this authority to the Board rather than mere approval of an immediate Reverse Stock Split, as well as the availability of a range of Reverse Stock Split ratios, would give the Board flexibility to react to market conditions and act in the best interests of the Company and our stockholders.  The Company believes that giving the Board the authority, but not the mandate, to execute the Reverse Stock Split will provide it with the flexibility to implement the Reverse Stock Split, if it does at all, in a ratio and at a time that it believes would be advantageous for the Company and its stockholders. In determining which Reverse Stock Split ratio to implement, the Board may consider, among other things, factors such as:

 

•                      the requirements of a future acquisition or other extraordinary event;

•                      The initial listing requirements of various stock exchanges;

•                      the previous approval by our shareholders to grant the Board authority to effect a Reverse Stock Split;

•                      the historical trading price and trading volume of our Common Stock;

•                      the number of shares of our Common Stock outstanding;

•                      the then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading market for our Common Stock;

•                      the likely effect on the market price of our Common Stock; and

•                      prevailing general market and economic conditions.

 

If the Board determines to effect the Reverse Stock Split, the Company would file with the Delaware Secretary of State an Amendment to our Amended and Restated Certificate of Incorporation. The Company would also obtain a new CUSIP number for the Common Stock at the time of the Reverse Stock Split. The Company must provide the Financial Industry Regulatory Authority with at least ten (10) calendar days’ advance notice of the record date of the Reverse Stock Split in compliance with Rule 10b-17 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Resignation of President:

 

On May 29, 2015, J. Lloyd Breedlove resigned as President and CEO of Anpath Group, Inc., a Delaware corporation (the “Company”).  Mr. Breedlove’s resignation was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.