Syros Pharmaceuticals, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 09/16/2022   Download
SEC Document
SEC Filing

Also at the Special Meeting, the Company’s stockholders approved an amendment to the restated certificate of incorporation of the Company (the “Stock Split Amendment”) to effect the Reverse Stock Split of the Company’s common stock. On September 16, 2022, the Company filed the Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective on September 16, 2022. As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Company’s common stock immediately prior to the Reverse Stock Split was reduced to a smaller number of shares, such that every 10 shares of the Company’s common stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of the Company’s common stock. The number of authorized shares of the Company’s common stock was also proportionately adjusted from 700,000,000 to 70,000,000. Immediately following the Reverse Stock Split, and without giving effect to the shares of the Company’s common stock issued in connection with the Merger and the Private Placement, there were approximately 6.3 million shares of the Company’s common stock outstanding. The Company’s common stock will begin trading on The Nasdaq Global Select Market on a split-adjusted basis when the market opens on Monday, September 19, 2022.

No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole number, and each stockholder who would otherwise be entitled to a fraction of a share of common stock upon the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) is, in lieu thereof, entitled to receive a cash payment determined by multiplying such fraction by $7.98, which is the average (after taking into account the ratio of the Reverse Stock Split) of the high and low trading prices of the Company’s common stock on The Nasdaq Global Select Market during the regular trading hours for the five trading days immediately preceding the effective time of the Reverse Stock Split.