Extract: Charter Amendment (Plain English Desc) from a 8-K on 10/01/2024
DownloadSEC Document
SEC Filing
DownloadOn September 30, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split of the Company’s common stock at a ratio of one-for-fifteen.
The Certificate of Amendment provides that the Reverse Stock Split became effective as of 11:59 p.m. Eastern Time on September 30, 2024 (the “Effective Time”), at which time every fifteen shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of common stock, in lieu of any fractional shares, the Company will pay cash for that holder’s fractional shares in an amount equal to the product of such resulting fractional interest in one share of Common Stock multiplied by the closing trading price as reported on The Nasdaq Stock Market LLC of a share of Common Stock on the last trading day immediately prior to the date on which the Effective Time occurs.
Trading of the Company’s common stock on Nasdaq on a split-adjusted basis commenced at market open on October 1, 2024. The new CUSIP number for the common stock following the Reverse Stock Split is 10501E 300.
The Reverse Stock Split did not change the number of authorized shares of the Company's common stock, which remains at 250 million shares.
The reverse stock split will also apply to the Company’s common stock issuable upon the exercise of its outstanding warrants, stock options and restricted stock units, with proportionate adjustments to be made to the exercise prices thereof and under the Company’s equity incentive plans.