Extract: Charter Amendment (Plain English Desc) from a 8-K on 06/07/2023
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SEC Filing
DownloadOn June 7, 2023 (the “Effective Date”), Blue Apron Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which effected, as of 5:00 p.m. Eastern Time, on the Effective Date, a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
The Reverse Stock Split is intended to, among other things, bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the New York Stock Exchange (the “NYSE”), as previously reported in the Company’s definitive proxy statement for the 2023 annual meeting of stockholders, as filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”).
As a result of the Reverse Stock Split, every twelve shares of issued and outstanding Class A Common Stock were automatically converted into one share of Class A Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Class A Common Stock are instead entitled to receive a cash payment in lieu of such fractional shares.
The Reverse Stock Split did not change the par value of the Class A Common Stock or the authorized number of shares of Class A Common Stock. All outstanding stock options, warrants, restricted stock units and performance stock units entitling their holders to purchase shares of Class A Common Stock or acquire shares of Class A Common Stock, as the case may be, were adjusted as a result of the Reverse Stock Split, as required by the terms of these securities and described in the Proxy Statement.
The Class A Common Stock will begin trading on a post-Reverse Stock Split basis on the NYSE at the market open on June 8, 2023. The trading symbol for the Class A Common Stock will remain “APRN.” The new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 09523Q 309.