SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 11, 2012
Registrant’s telephone number, including area code (303) 794-2000
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 (see General Instruction A.2. below):
A special meeting of shareholders of AspenBio Pharma, Inc. (the “Company”) was held on December 11, 2012 (the “Special Meeting”). At the Special Meeting, the shareholders approved an amendment (the “Amendment”) to the Amended and Restated 2002 Stock Incentive Plan, as amended (the “Plan”) to increase the number of shares of Common Stock reserved under the Plan from 287,205 to 1,487,205. A copy of the Amendment is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
The Company filed Articles of Amendment to its Articles of Incorporation, as amended, on December 12, 2012 (the “Amendment”). The Amendment was filed to amend the Articles of Incorporation to reflect the change in the name of the Company to Venaxis, Inc. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
At the Special Meeting held on December 11, 2012, the total number of shares represented in person or by proxy was 5,585,417 of the 7,716,480 shares of Common Stock outstanding and entitled to vote at the Special Meeting. The following matters were voted upon at the Special Meeting:
1. The amendment of the Company’s Articles of Incorporation to change the name of the Company to Venaxis, Inc.:
2. The amendment to the 2002 Stock Incentive Plan, as amended (the “Plan”), to increase the number of shares of Common Stock reserved under the Plan from 287,205 to 1,487,205:
3. The ratification of the appointment of GHP Horwath, P.C. as the Company's independent registered public accounting firm for the financial statements audit for the fiscal year ending December 31, 2012:
Item 9.01. Financial Statements and Exhibits.
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.