Acorda Therapeutics, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 12/31/2020   Download
SEC Document
SEC Filing

On December 31, 2020, Acorda Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which effected, as of 4:01 pm Eastern Time on December 31, 2020 (the “Effective Time”), a 1-for-6 reverse stock split of the Company’s shares of common stock and proportionate reduction in the number of authorized shares of common stock from 370,000,000 to 61,666,666 (together, the “Reverse Stock Split”). On July 31, 2020, the Company’s stockholders authorized the Board of Directors to effect a reverse stock split by a ratio of any whole number in the range of 1-for-2 to 1-for-20 and a corresponding reduction in the number of authorized shares of common stock. The Board of Directors subsequently approved the Reverse Stock Split and authorized the filing of the Certificate of Amendment, as previously announced on December 21, 2020, as part of the Company’s plan to regain compliance with the $1.00 per share minimum closing price required to maintain continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1).

 

The Certificate of Amendment provides that at the Effective Time, every six shares of the Company’s issued and outstanding common stock was combined into one issued and outstanding share of common stock, without any further action by the Company or the holder thereof, and that the number of shares of common stock the Company has authority to issue was reduced from 370,000,000 to 61,666,666. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares received the number of shares rounded up to the next whole number. The Reverse Stock Split applied equally to all outstanding shares of the common stock and did not modify the rights or preferences of the common stock. In addition, the Reverse Stock Split reduced the number of shares of common stock issuable upon the exercise of stock options and the vesting and settlement of restricted stock units outstanding immediately prior to the Reverse Stock Split, and the number of shares reserved for future issuance under the Company’s existing incentive compensation and employee stock purchase plans was reduced on a proportionate basis. The Reverse Stock Split did not change the par value of the common stock.

 

The Company’s common stock is expected to begin trading on a split-adjusted basis on The Nasdaq Global Select Market commencing upon market open on January 4, 2021. The Company’s common stock will continue to trade under the symbol “ACOR,” and the new CUSIP number for the Company’s common stock following the Reverse Stock Split is 00484M601.

 

The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

On December 31, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.