Dianthus Therapeutics, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 09/12/2023   Download
SEC Document
SEC Filing

The Company convened and adjourned its special meeting of stockholders on September 8, 2023 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the amended and restated certificate of incorporation of the Company (the “Charter”) to effect the Reverse Stock Split (the “Reverse Stock Amendment”). Following the Special Meeting, the Board of Directors approved the Reverse Stock Split of Common Stock, at a ratio of 1:16. To effect the Reverse Stock Split and the Name Change (as defined in Item 2.01 of this Current Report on Form 8-K), the Company filed a Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “A&R Charter”), with an effective time of 11:13 a.m. Eastern Time on September 11, 2023 (“A&R Charter Effective Time”).

As of the A&R Charter Effective Time, each 16 shares of Common Stock issued and outstanding immediately prior to the Reverse Stock Split were automatically without further action on the part of the Company or any holders of such Common Stock, reclassified, combined, converted and changed into one share of Common Stock. Immediately following the Reverse Stock Split, there were approximately 3,792,087 shares of the Company Stock issued and outstanding.

No fractional shares of Common Stock were issued as a result of the Reverse Stock Split. Instead, any stockholder who would otherwise be entitled to a fractional share of Common Stock as a result of 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 equal to the product of such resulting fractional interest in one share of Common Stock multiplied by the closing trading price on The Nasdaq Stock Market LLC of a share of Common Stock on September 08, 2023, the last trading day immediately prior to the date on which the effective time occurred. The Common Stock is expected to commence trading on a post-Reverse Stock Split, post-Merger basis at the open of trading on September 12, 2023, at which time the Common Stock will be represented by a new CUSIP number (252828108). The par value per share of Common Stock will remain unchanged.