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 19, 2008
GENETHERA, INC.
(Exact name of registrant as specified in its charter)
Nevada | 33-142603 | 65-0622463 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3930 Youngfield Street Wheat Ridge, CO | 80033 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 463-6371
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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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
REVERSE STOCK SPLIT
The Board of Directors of the Registrant on April 30, 2008, adopted a resolution approving a five thousand to one reverse split of our Common Stock to holders of record as of April 30, 2008 . The reverse stock split combines our outstanding Common Stock on the basis of 5000 outstanding shares being combined into 1 outstanding share. Each shareholder's percentage ownership in the Registrant (and relative voting power) will remain essentially unchanged as a result of the reverse stock split.
The resolution provides that fractional shares will be rounded up so that no shareholder will be cashed out. The reverse stock split was approved by 60.79% of the shareholders
Reasons For The Reverse Stock Split
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The Board of Directors believes that the reverse stock split will make our capital structure more attractive to potential investors, merger candidates, acquirers or joint venture candidates. It also provides us with greater flexibility in structuring financings and pursuing other corporate opportunities.
Certain Effects of the Reverse Stock Split.
Stockholders will be required to pay a transfer or other fee in connection with the exchange of certificates. In addition, fractional shares shall be rounded up to the next whole share. Consummation of the reverse stock split will not change the number of shares of Common Stock authorized by the Registrant's Articles of Incorporation or the par value of each share of Common Stock. The reverse stock split will not materially affect a stockholder's percentage ownership interest in the Registrant or proportional voting power, except for minor differences resulting from fractional shares having been rounded up to the next whole share. GTI Corporate Transfer Agents, LLC (GTICTA) will be processing the reverse split conversion. Please mail the stock certificate(s) with the old Cusip number, physical and mailing address, tax id and/or social security number, phone number of the beneficial owner to 3930 Youngfield Street, Suite No. 2, Wheat Ridge, CO 80033. The transfer agency phone number is 303-463-6375, if you have any questions.
Shares of Common Stock issued pursuant to the reverse split will be fully paid and non-assessable. The relative voting and other rights of holders of the Common Stock will not be altered by the reverse split, and each share of Common Stock will continue to entitle its owner to one vote. The reverse stock split will not give rise to rights of appraisal or dissenters' rights under Nevada law.
No fractional shares will be issued in connection with the reverse split. Instead, fractional shares will be rounded up and one whole share will be issued. We expect that most shareholders will receive one additional share of Common Stock, but we do not anticipate that this will materially affect any shareholder's proportional interest. We do not anticipate that the reverse split will result in any material reduction in the number of holders of Common Stock.
The reverse split may result in some shareholders owning "odd-lots" of less than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally somewhat higher than the costs of transactions in round lots of even multiples of 100 shares.
The reverse split will not affect the Company's stockholders' equity as reflected on our financial statements, except to change the number of issued and outstanding shares of Common Stock. The reverse split will not have any effect on the par value of the Common Stock.
Effective Date of the Reverse Stock Split.
The reverse split will be authorized immediately and will become effective for holders of record of the shares of Common Stock as of April 30, 2008. Upon regulatory notification, all of our outstanding Common Stock will be converted into new Common Stock in accordance with the reverse split ratio described above. After the reverse split is effective, certificates representing shares of pre-reverse split Common Stock will be deemed to represent only the right to receive the appropriate number of shares of post-reverse split Common Stock.
Exchange of Certificates.
Shareholders will be asked to exchange certificates at this time by contacting our transfer agent.
Right to Abandon Reverse Stock Split.
Although we do not anticipate doing so, we may abandon the proposed reverse stock split at any time prior to its effectiveness if our Board of Directors deems it advisable to do so. Any decision as to the appropriateness of the reverse split will be made solely by our Board of Directors and will depend upon numerous factors including the future trading price of our stock, the growth and development of our business and our financial condition and results of operations.