Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
Effective as of
Effects of the Reverse Split
Effective Date; Symbol; CUSIP Number. The Reverse Split will take effect at
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company's common stock held by each shareholder were converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Split, divided by (ii) thirty-five.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one additional whole share of the post-Reverse Split common stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Split.
State Filing. The Reverse Split was effected by the Company filing the
Certificate of Amendment with the Secretary of State of the
Capitalization. Prior to the Effective Date of the Certificate, the Company was
authorized to issue 50,000,000 shares of common stock and the Reverse Split has
no impact on such amount. As of
Each shareholder's percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Split.
All options, convertible securities, unvested shares of restricted stock and warrants of the Company outstanding immediately prior to the Reverse Split will be appropriately adjusted by dividing the number of shares of common stock into which the options, convertible securities, unvested shares of restricted stock, restricted stock units and warrants are exercisable or convertible by thirty-five and multiplying the exercise or conversion price thereof by thirty-five, as a result of the Reverse Split.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Title 3.1 Certificate of Amendment to the Company's Certificate of Incorporation to implement the Reverse Split. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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