Extract: Charter Amendment (Plain English Desc) from a 8-K on 06/10/2024
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DownloadAt the Annual Meeting of Stockholders of Desktop Metal, Inc. (the “Company”) held on June 7, 2024 (the “Annual Meeting”), the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion following the Annual Meeting, to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of all of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a ratio ranging from any whole number between 1-for-10 and 1-for-15. On June 7, 2024, following the Annual Meeting, the Board approved the Reverse Stock Split at a ratio of 1-for-10 (the “Reverse Stock Split”). On June 10, 2024, the Company filed the certificate of amendment (the “Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Reverse Stock Split became effective in the State of Delaware at 5:00 p.m., Eastern Time, on June 10, 2024.
As a result of the Reverse Stock Split, every 10 shares of the Company’s Class A Common Stock issued or outstanding were automatically reclassified into one new share of Class A Common Stock without any action on the part of the holders. Proportionate adjustments will be made to the per share exercise prices and the number of shares underlying the Company’s outstanding equity awards, to the number of shares issuable under the Company’s equity incentive plans and to the conversion rate of the Company’s outstanding 6.0% Convertible Senior Notes due 2027. The Reverse Stock Split did not affect the number of authorized shares of Class A Common Stock or the par value of the Class A Common Stock.
Trading of the Company’s Class A Common Stock on the NYSE is expected to commence on a split-adjusted basis when the market opens on June 11, 2024, under the existing trading symbol “DM.” The new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 25058X 303.