Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 2, 2022 the Company filed Articles of Amendment to its Articles of
Incorporation (the "August 2, 2022 Articles of Amendment") with State Department
of Assessments and Taxation of the State of Maryland (the "SDAT") to effect a
one-for-ten (1:10) reverse stock split of the Company's common stock. The August
2, 2022 Articles of Amendment stated that the August 2, 2022 Articles of
Amendment will become effective as of 12:01 a.m. Eastern Standard Time on August
26, 2022.
On August 25, 2022 the Company filed with the SDAT (i) a Notice of Abandonment
to Articles of Amendment to abandon the August 2, 2022 Articles of Amendment;
and (ii) Articles of Amendment to its Articles of Incorporation (the "August 25,
2022 Articles of Amendment") to effect a one-for-ten (1:10) reverse stock split
of the Company's common stock, par value $0.01 per share (the "Reverse Stock
Split"). The August 25, 2022 Articles of Amendment state that the August 25,
2022 Articles of Amendment will become effective as of 12:01 a.m. Eastern
Standard Time on September 2, 2022 (the "Effective Time"). At the Effective
Time, every ten shares of common stock of the Company that were issued and
outstanding immediately prior to the Effective Time shall be changed into one
issued and outstanding share of common stock of the Company.
The Company's common stock will trade with the new CUSIP number of 655213106
after the Effective Time. The foregoing actions have been approved by the
Company's Board of Directors pursuant to the Maryland General Corporation Law
and no stockholder approval is required.
The Reverse Stock Split will not affect any stockholder's ownership percentage
of the Company's shares, except to the limited extent that the Reverse Stock
Split would result in any stockholder owning a fractional share. No fractional
shares will be issued in connection with the Reverse Stock Split. Each
stockholder who would otherwise be entitled to receive a fraction of a share of
the Company's common stock will instead receive one whole share of common stock.
There will be no change to the number of authorized shares or the par value per
share.
The Company's transfer agent, American Stock Transfer & Trust Company, LLC, is
acting as exchange agent for the Reverse Stock Split and, as necessary, will
send instructions to stockholders of record regarding the exchange of
certificates for common stock.
A copy of each of the August 2, 2022 Articles of Amendment, the Notice of
Abandonment to Articles of Amendment and the August 25, 2022 Articles of
Amendment are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
3.1 Articles of Amendment - Filed August 2, 2022 *
3.21 Abandonment to Articles of Amendment - Filed August 25, 2022
10.1 Articles of Amendment - Filed August 25, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
*Incorporated by reference to the Company's Form 8-K filed on August 5, 2022
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