Item 3.03 Material Amendment of Rights of Security Holders.
To the extent required by Item 3.03(a) of the Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Bylaws or Bylaws. Change in use.
As previously detailed in the definitive proxy statement filed at
As a result of the Reverse Stock Split, every 22 shares of issued and outstanding common stock were, at the applicable time, combined and converted into one issued and outstanding share of common stock. The par value per share of Common Stock remains unchanged. The Reverse Split will not change the authorized number of shares of Common Stock or Preferred Stock. No fractional shares will be issued as a result of the Reverse Split. Conversely, stockholders who, immediately prior to the Effective Time, own a number of shares of Common Stock that is not evenly divided by the Reverse Split Stock Index will be entitled, in respect of such fractional interest, to receive a cash payment (without interest and subject to applicable withholding taxes) by the Company in lieu of such fractional interest in an amount equal to the product obtained by multiplying (i) the average closing price per share of the Common Stock as reported on the Nasdaq Stock Market for the five trading days preceding but not including the date of the Effective Time (with such average closing price adjusted to effect the Reverse Stock Split), equal to
All outstanding awards of restricted stock units, warrants and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the reverse split as required by their respective terms. The number of shares available to be awarded under the Company’s Amended 2020 Omnibus Stock Incentive Plan will also be adjusted accordingly.
The Reverse Split affects all shareholders equally and will not change the shareholders’ percentage ownership of the Company’s common stock, except for adjustments that may result from the treatment of fractional shares as described above.
The form of the Amending Certificate was approved by the Company’s shareholders at the Extraordinary Meeting of the Company’s Shareholders held on
The foregoing description of the Reverse Stock Split and the Certificate of Amendment is not purported to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
1 Item 8.01. Other Events.
The Company currently has the active registration statements set forth below (the “Registration Statements”) on Form S-8 on file with
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-8. Information incorporated by reference is deemed to be a part of the prospectus and prospectus supplements included in each of these registration statements. Accordingly, the information in this report is intended to be automatically incorporated by reference into each of the active registration statements listed below, thereby amending them. Pursuant to Section 416(b) under the Securities Act of 1933, as amended, the number of undistributed shares of Common Stock deemed to be covered by each of the Registration Statements will be reduced pro rata to a number of shares after the split of Common Stock, as applicable, resulting in a reverse stock split in the ratio of 1 to 22. The Registration Statements are as follows: Registration Statements No. 333-248851 and 333-259202 on Form S-8 relating to the Amended 2020 Omnibus Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Document 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective
December 27, 202299.1 Press Release dated December 23, 202299.2 Letter from the CEO dated December 23, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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