Item 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
As previously disclosed, the Board of Directors of
Amendment to Articles of Incorporation. Articles of Amendment to our Amended and
Restated Articles of Incorporation to effect the 1-for-60 reverse split of the
Company's authorized shares of common stock and issued and outstanding shares of
common stock (the "Articles of Amendment") were filed with the Secretary of
State of the
A copy of the Articles of Amendment to effect the Reverse Stock Split is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Approval Required. Under
Reason for the Reverse Stock Split
The Reverse Stock Split was effected to enable the Company to expeditiously meet
the continued listing standards of the
Effects of the Reverse Stock Split
Split Adjustment; No Fractional Shares. At the Effective Time, 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 Stock Split, divided by (ii) 60. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split common stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Capitalization. Prior to the Effective Time of the Articles of Amendment to
effect the Reverse Stock Split, the Company was authorized to issue 250,000,000
shares of common stock. As a result of the Reverse Stock Split, the Company is
authorized to issue 4,166,666 shares of common stock (the Company's authorized
shares of common stock were reduced in the same ratio (1-for-60) as its
outstanding common stock was reduced). As of
The Reverse Stock Split does not affect the Company's authorized preferred stock, except to affect, where applicable, the conversion rates of such preferred stock. After the Reverse Stock Split, the Company's authorized preferred Stock of 50,000,000 shares remained unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred stock, or previously designated series of preferred stock, except to affect, where applicable, the conversion rates of such outstanding preferred stock.
Each shareholder's percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock 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 Stock Split.
As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by us and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of such outstanding stock options and warrants.
Effective Time; Symbol; CUSIP Number. The Reverse Stock Split became effective
at the Effective Time and was reflected with the NYSE American and in the
marketplace at the open of trading on
Non-Certificated Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Shareholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each shareholder requesting a new share certificate.
1 State Street - 30th FloorNew York, New York 10004 917-262-2378
Please contact
Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
To the extent required by this Item 5.03 of Form 8-K, the information regarding the Articles of Amendment to effect the Reverse Stock Split contained in Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit No. Description 3.1 Articles of Amendment to Amended and Restated Articles of Incorporation. 4.1 Specimen Stock Certificate 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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