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): March 6, 2015
REGAL ONE CORPORATION
(Exact name of registrant as specified in its charter)
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Florida |
| 814-00710 |
| 95-4158065 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
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P.O. Box 25610 Scottsdale, Arizona |
| 85255 |
(Address of principal executive offices) |
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Registrants telephone number, including area code: (310) 312-6888
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:
¨ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held a Special Meeting on March 6, 2015 to (i) vote on an amendment to the Companys articles of incorporation to effect a reverse stock split of the Companys outstanding common stock at a ratio of 1-for-2 (Proposal 1), (ii) vote on a merger to effectuate a change of the Companys state of incorporation from Florida to Maryland (Proposal 2), (iii) approve as part of the reincorporation from Florida to Maryland (a) classification of the board of directors (Proposal 3A), (b) an increase in the authorized capital (Proposal 3B), (c) removal of the provision relating to stockholder action by less than unanimous consent (Proposal 3C), (d) an increase I the number of votes a stockholder must possess to call a special meeting (Proposal 3D), and (e) the ability of the Companys board of directors to increase or decrease the number of authorized shares and the number of shares of any class or series of the Company (Proposal 3E), (iv) approve the issuance of up to an aggregate of 119,433,962 shares of the Companys common stock in connection with the purchase of certain equity and debt investments of Capital Point Partners, LP, a Delaware limited partnership, and Capital Point Partners II, LP, pursuant to that certain Asset Purchase Agreement dated as of July 14, 2014, as amended (the Purchase Agreement), (Proposal 4), (v) elect five (5) nominees to the board of directors following closing of the transactions contemplated by the Purchase Agreement (Proposal 5), (vi) authorize the Company, with the approval of its board of directors, to sell shares of the Companys common stock at a price or prices below its then current net asset value per share in one or more offerings, subject to certain conditions (Proposal 6), and (vii) approve the Companys entrance into an investment advisory agreement with Princeton Investment Advisors, LLC (Proposal 7). For more information about the foregoing proposals, see the Companys definitive proxy statement February 9, 2015.
The table below shows the final results of the voting at the Special Meeting:
| Votes in Favor | Votes Withheld or Cast Against | Abstain | Broker Non-Votes |
Proposal 1 | 2,392,290 | 1,250 | 34,000 | 0 |
Proposal 2 | 2,427,540 | 0 | 0 | 0 |
Proposal 3A | 2,426,290 | 1,250 | 0 | 0 |
Proposal 3B | 2,426,290 | 1,250 | 0 | 0 |
Proposal 3C | 2,392,290 | 1,250 | 34,000 | 0 |
Proposal 3D | 2,389,089 | 35,250 | 3,201 | 0 |
Proposal 3E | 2,423,090 | 1,250 | 3,200 | 0 |
Proposal 4 | 2,392,2901 | 1,250 | 34,000 | 0 |
Proposal 5 |
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Alfred Jackson | 2,427,540 | 0 | 0 | 0 |
Thomas Jones, Jr. | 2,242,340 | 3,200 | 0 | 0 |
Trennis L. Jones | 2,242,340 | 3,200 | 0 | 0 |
Munish Sood | 2,242,340 | 3,200 | 0 | 0 |
Martin Tuchman | 2,242,340 | 3,200 | 0 | 0 |
Proposal 6 | 2,423,0901 | 1,250 | 3,200 | 0 |
Proposal 7 | 2,423,0901 | 1,250 | 0 | 0 |
The Company expects to complete the reverse stock split and redomicile into Florida on or about March 13, 2015.
US_ACTIVE-121293726.1
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.
Dated: March 11, 2015
| REGAL ONE CORPORATION |
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| By: | /s/ Charles J. Newman |
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| Name: Charles J. Newman |
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| Title: President |
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1 Includes 1,698,861 votes cast in favor by affiliates.