Current Report Filing (8-k)
June 16 2017 - 3:20PM
Edgar (US Regulatory)
UNITED
STATES
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): June 15, 2017
QUEST
PATENT RESEARCH CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
33-18099-NY
|
|
11-2873662
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
411
Theodore Fremd Ave., Suite 206S, Rye, NY
|
|
10580-1411
|
(Address of Principal
Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (888) 743-7577
Check
the appropriate box 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
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 15, 2017, Quest Patent Research Corporation (the “Company”) amended its amended and restated certificate of incorporation
following approval of the amendment by the stockholders at the 2017 annual meeting of stockholders which was held on June 15,
2017. A copy of the certificate of amendment is filed as an exhibit to this Form 8-K.
The
amendment increased the number of authorized shares of common stock from 1,250,000,000 shares to 10,000,000,000
shares.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
June 15, 2017, the Company held its 2017 annual meeting of stockholders. At the meeting, the stockholders voted on the election
of one Class I director and the approval of an amendment to the Company’s amended and restated certificate of incorporation
which increased the number of authorized shares of common stock to 10,000,000,000 shares.
The
nominee recommended by the board of directors was elected. The results of the voting for the Class I nominee for director was
as follows:
Name
|
|
Votes
For
|
|
|
Votes Withheld
|
|
Jon C. Scahill
|
|
|
164,670,487
|
|
|
|
7,523,317
|
|
The
vote for the approval of the amended certificate of incorporation was as follows:
For:
|
257,872,019
|
Against:
|
8,862,551
|
Abstain:
|
1,044,328
|
Item
9.01. Financial Statements and Exhibits.
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.
|
QUEST PATENT RESEARCH CORPORATION
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|
(Registrant)
|
|
|
|
Date: June
16, 2017
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/s/ Jon C. Scahill
|
|
By:
|
Jon
C. Scahill
|
|
Title:
|
Chief
Executive Officer
|
3
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