Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 21, 2017, Bioptix, Inc. (the “Company”) held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, a total of 3,704,154 shares, or 69%, of the Company’s common stock issued and outstanding as of the record date for the Special Meeting were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Special Meeting and the voting results with respect to each matter.
1) To approve a change in the state of incorporation of the Company to Nevada from Colorado.
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Votes For
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Votes Against
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Abstain
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2,258,276
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147,330
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37,344
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The change in the state of incorporation of the Company was approved.
2) To approve an amendment to the Company's Articles of Incorporation to increase the number of shares of common stock authorized for issuance from 60,000,000 to 170,000,000.
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Votes For
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Votes Against
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Abstain
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2,895,457
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659,485
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149,212
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The amendment to the Company's Articles of Incorporation was approved.
3) To approve an amendment to the Company's Articles of Incorporation to authorize 15,000,000 shares of "blank check" preferred stock.
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Votes For
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Votes Against
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Abstain
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2,133,049
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275,911
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33,990
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The amendment to the Company's Articles of Incorporation was approved.
4)
To approve the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 30% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d)
.
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Votes For
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Votes Against
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Abstain
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2,150,963
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289,935
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2,052
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The
issuance of securities
was approved.
5)
To approve the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d)
.
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Votes For
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Votes Against
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Abstain
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2,153,635
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287,265
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2,050
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The
issuance of securities
was approved.
6) T
o approve the Company's 2017 Equity Incentive Plan, including the reservation of 895,000 shares of common stock thereunder
.
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Votes For
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Votes Against
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Abstain
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2,183,032
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257,841
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2,077
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The Equity Incentive Plan was approved.
7)
To approve the issuance of $4.75 million of convertible promissory notes, warrants to purchase up to 1,900,000 shares of common stock, shares of Series A Convertible Preferred Stock (when exchanged for the convertible promissory notes), and the shares of the common stock issuable upon conversion or exercise of the aforementioned securities, issued by the Company in a private placement that closed on March 16, 2017, as required by and in order to satisfy the requirements of The Nasdaq Capital Market, including without limitation, Marketplace Rule 5635(d)
.
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Votes For
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Votes Against
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Abstain
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2,151,801
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289,809
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1,340
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The issuance was approved.
8)
To provide the Board of Directors, in its discretion, the ability to issue up to $8,500,000 of common stock upon exercise of warrants to purchase shares of our common stock that were issued in private placements on March 10, 2017 and March 16, 2017, at an amended exercise price of $3.00, including amendment of the exercise price and issuance of such shares of common stock in accordance with the requirements of the Nasdaq Capital Market, including without limitation, Marketplace Rule 5635(d)
.
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Votes For
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Votes Against
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Abstain
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2,146,367
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289,894
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6,689
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The grant was approved.