Current Report Filing (8-k)
July 29 2019 - 4:44PM
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): July 29,
2019
KRAIG BIOCRAFT LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Wyoming
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83-0458707
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2723
South State St. Suite 150
Ann Arbor, Michigan 48104
(Address of principal executive offices, including Zip
Code)
(734) 619-8066
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
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:
☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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None
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-
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-
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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
☐
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.
☐
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On July
24, 2019, Kraig Biocraft Laboratories, Inc. (the
“
Company
”
) held its 2019 annual meeting of
stockholders (the
“
Annual
Meeting
”
). At the
Annual Meeting, the Company
’
s shareholders voted on 6 proposals.
At the beginning of the Annual Meeting, there were 421,680,767
Class A Stock (1 vote per share) and 2 Series A Preferred Stock
(200,000,000 votes per share), respectively in person or by proxy.
This attendance represents 821,680,767 votes, 66.49% of the voting
power of the shares entitled to vote at the Annual Meeting,
constituting a quorum for the transaction of business.
We are
filing this Current Report on Form 8-K to disclose the voting
results from the Annual Meeting.
●
To re-elect the sole director to the Company
’
s board of directors (the
“
Board
”
),
with such director to serve until the 2020 annual meeting of
shareholders.
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Election of Director
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Kim
Thompson
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811,596,328
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7,378,539
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2,705,900
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There
were 0 abstentions and 0 broker non-votes.
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The
Company is currently working to add at least 3 additional
independent directors to meet the listing requirements for a
national securities exchange. As per the Company’s bylaws,
these additional directors will be appointed by the board and we
will file another Current Report on Form 8-K to disclose the
appointment of any director. During the meeting, shareholders voted
to approve an uplisting of the Company to a national securities
exchange.
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●
To ratify the appointment of
M&K CPAS, PLLC Certified Public Accountants
LLP (“M&K”) as the Company’s independent
registered public accounting firm for fiscal year ending December
31, 2019
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773,069,034
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41,055,353
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7,556,380
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There
were 0 abstentions and 0 broker non-votes.
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●
To approve a reverse stock split of the Company’s issued and
outstanding Class A Stock by a ratio of not less than one-for-ten
and not more than one-for-forty (the “Reverse Split”)
at any time prior to July 23, 2020, with the exact ratios to be set
at a whole number within this range, as determined by our board of
directors in its sole discretion and approve and adopt the Articles
of Amendment to affect same (the “Reverse Split
Proposal”)
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747,106,008
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62,150,559
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12,424,200
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There
were 0 abstentions and 0 broker non-votes.
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Approval
of this vote does not require the Company to complete a reverse
split, this vote simply authorizes the board to issue a reverse if
the Board believes it in the best interest of the Company. The
Company’s board anticipates that, if exercised, a reverse
split would be completed to meet the listing requirements of an
uplist to a national securities exchange, or to allow investment
from larger institutional investors currently prohibited from
investing in the Company. The Company will file another Current
Report on Form 8-K to disclose such events, should they
occur.
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●
To approve, by non-binding, advisory vote, the uplisting of
the Company’s Class A Class A Stock, no par value (the
“Class A Stock”) from the OTCQB
to a national securities exchange
, such as
NASDAQ or NYSE:American
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810,056,789
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7,395,793
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4,228,185
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There
were 0 abstentions and 0 broker non-votes.
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As
described at the shareholder meeting, the Company is working toward
a move from the OTC and onto a national exchange. The Company
believes that listing on a nation exchange will provide; additional
liquidity for shareholders, allow for institutional investment, and
open up additional pathways to finance the commercialization of its
spider silk materials. The Company will file another Current Report
on Form 8-K to disclose such events, should they
occur.
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●To
transact such other business as may properly come before the
Meeting or any adjournment or postponement
thereof
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790,198,556
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6,386,974
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25,095,236
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There
were 0 abstentions and 0 broker non-votes.
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●To
direct the chairman of the meeting to adjourn the meeting to a
later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time
of the annual meeting, there are not sufficient votes to approve
any of the foregoing proposals.
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787,737,024
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16,753,142
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16,464,601
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There
were 0 abstentions and 0 broker non-votes.
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Based on the votes, all proposals were approved. As set forth in
the notice related to the Annual Meeting, the Company cannot
guarantee that its application to uplist will be approved and
therefore shares of the Company’s Class A Stock may remain on
the OTCQB. If our application to uplist is approved, we will file
another Current Report on Form 8-K stating same. Additionally, if
the Board determines to implement the Reverse Split, it will file
another Current Report on Form 8-K disclosing the final split
ratio; notwithstanding stockholder approval of the Reverse Split,
the Board (or any authorized committee of the Board of Directors)
reserves the right to elect to abandon the Reverse Split, if it
determines, in its sole discretion, that the Reverse Split is no
longer in the best interests of the Company.
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.
Date:
July 29, 2019
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Kraig Biocraft laboratories, Inc.
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By:
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/s/ Kim
Thompson
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Kim
Thompson
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President,
Chief Executive Officer and Chief Financial Officer
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