Astra Space, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 09/13/2023   Download
SEC Document
SEC Filing

As previously announced, on July 6, 2023, the Board of Directors of the Company (the “Board”) approved an amendment to the Second Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Amendment”) of Astra Space, Inc. (the “Company”) to effect (a) a 1-for-15 reverse stock split of the shares of the Company’s Class A common stock (the “Class A common stock”), par value $0.0001 per share, and (b) a 1-for-15 reverse stock split of the shares of the Company’s Class B common stock (the “Class B common stock) , par value $0.0001 per share on September 13, 2023 (collectively, the “Reverse Stock Split”). The stockholders of the Company, at the 2023 annual meeting held on June 8, 2023 (the “Annual Meeting”), had previously approved the Reverse Stock Split at a ratio in the range of 1-for-5 to 1-for-15, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Board, in its discretion, no later than June 8, 2024.

On September 12, 2023, the Company amended its existing Second Amended and Restated Certificate of Incorporation (the “Prior Certificate”), to implement the Reverse Stock Split by filing the Certificate of Amendment (the “Amendment”) to Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Amendment will become effective at 4:01 PM Eastern Time on September 13, 2023 (the “Effective Time”), thereby giving effect to the Reverse Stock Split. The Prior Certificate was further amended, as of the Effective Time, to clarify the treatment of any fractional shares of Common Stock in connection with the Reverse Stock Split.

The Class A common stock will begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market when the market opens on September 14, 2023. The trading symbol for the Class A common stock will remain “ASTR.” The Class A common stock was assigned a new CUSIP number (04634X202) following the Reverse Stock Split.

The Company will adjust the number of shares available for future grant under its equity incentive plan and employee stock purchase plans and will also adjust the number of outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the Reverse Stock Split.

The Company will also adjust the number of shares available for issuance upon the exercise of outstanding warrants to issue Class A common stock as well as the exercise price to reflect the effects of the Reverse Stock Split.