Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
The information set forth in Item 8.01 below is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information in Item 8.01 below regarding the approval of the Certificate of Amendment (as defined below) by written consent of the Company's stockholders is incorporated herein by reference.
Item 8.01 Other Events.
As a result of the Reverse Stock Split, every two (2) shares of the pre-split issued and outstanding shares of Common Stock will automatically convert into one (1) post-split share of Common Stock, without any change in the par value of the shares, and without a corresponding reduction of the number of shares of Common Stock that the Company is authorized to issue. All fractional shares will be rounded up. The new CUSIP number for the Common Stock will be 25265K102.
The Company's stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split, the Name Change and the Symbol Change will automatically be reflected in their brokerage accounts. After the Effective Date, the records of the Company's transfer agent, Action Stock Transfer, will be adjusted to give effect to the Reverse Stock Split and the share certificates representing the pre-Reverse Stock Split common stock in the Company's former name will continue to be valid for the appropriate number of shares of post-Reverse Stock Split common stock, adjusted for rounding, in the Company's new name. Certificates representing shares of the post-Reverse Stock Split under the Company's new name will be issued in due course as certificates for pre-Reverse Stock Split common shares are tendered for exchange to the Company's transfer agent. The Company's shareholders will be notified by the Company's transfer agent regarding the process for exchanging existing stock certificates representing pre-Reverse Stock Split shares. The Company's stockholders should not send their stock certificates to the Company.
Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment to the Company's Articles of Incorporation, filed with the Secretary of State of theState of Nevada onAugust 11, 2021 (filed herewith).
© Edgar Online, source