- Current report filing (8-K)
10 Septiembre 2012 - 6:12AM
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):
September
10, 2012
MABCURE INC.
(Exact name
of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-141131
(Commission File Number)
20-4907813
(IRS Employer Identification
No.)
21 Sparrow Circle
White Plains, NY
10605
(Address of principal executive offices and Zip
Code)
(845) 591-3144
(Registrant's
telephone number, including area code)
228 Park Ave S #15740
New York, NY 10003
(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))
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Item 5.02
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Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers
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On August 29, 2012, Mr. Dov Weinberg, the outsourced CFO of the
Registrant who has not been duly authorized to file Forms 8-K on behalf of the
Registrant, purported to file a Form 8-K reporting a change in the Board of
Directors of the Registrant. The August 29, 2012 Form 8-K stated that at a
meeting of the Board of Directors held on August 28, 2012, the Board of
Directors approved the appointment of Dr.Charles T. Tackney to its Board of
Directors. However, the August 28, 2012 meeting of the Board of Directors was
not convened in accordance with the by-laws of the Registrant and therefore all
actions taken at such unauthorized Board meeting are null and void and of no
effect. The Form 8-K dated August 29, 2012 is therefore invalid and should be
disregarded.
Relevant Factual Background:
The registrant is currently
attempting to raise capital for its working capital needs and has received two
competing offers from existing shareholders of the Company. One of the three
members of the Registrants Board is an interested director because of the
directors affiliation with the entity that submitted one of the financing
offers. The remaining two directors are at an impasse regarding pursuit of one
of the two financing offers. In an attempt to create a disinterested majority,
a meeting was purportedly called to appoint another disinterested director,
thereby breaking the impasse. However, this purported appointment and the
underlying board meeting were done in contravention of the Registrants by-laws.
A report on Form 8-K was then filed without the approval or participation of the
registrants Principal Executive Officer, who was not present at the purported
Board meeting.
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.
MABCURE INC.
(Registrant)
By:
/s/ Dr. Amnon
Gonenne
President and CEO
Chairman of the Board
Date: September 10, 2012
MabCure (CE) (USOTC:MBCI)
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