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VSCP > SEC Filings for VSCP > Form 8-K on 21-Aug-2013All Recent SEC Filings

Show all filings for VIRTUALSCOPICS, INC.



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Event

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 21, 2013, VirtualScopics, Inc. (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware, effecting a reverse stock split of its outstanding common stock at a ratio of one-for-ten, effective at 5:00 p.m. on August 21, 2013.

The amendment was approved by stockholders at the Company's Annual Meeting on August 13, 2013. At the meeting the stockholders approved an amendment to the Certificate of Incorporation, as described in the Company's Proxy Statement dated July 2, 2013, to effect a reverse stock split of the Company's outstanding common stock at ratios ranging from 1-for-2 to 1-for-10, as determined by the Company's Board of Directors in its discretion without further approval from the stockholders. The Board of Directors subsequently authorized proceeding with the reverse stock split at a ratio of 1-for-10.

The foregoing summary is qualified in its entirety by reference to the Certificate of Amendment to the Company's Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On August 21, 2013, the Company issued a press release announcing the reverse stock split described in Item 5.03 above, which is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

3.1 Certificate of Amendment to the Certificate of Incorporation of VirtualScopics, Inc. filed with the Secretary of State of the State of Delaware on August 21, 2013

99.1 Press Release issued by VirtualScopics, Inc. on August 21, 2013

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