Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As previously disclosed,
On
As a result of the effectiveness of the Reverse Stock Split, every 17 shares of
the Company's issued and outstanding common stock were automatically combined,
converted and changed into one share of the Company's common stock, without any
change in the number of authorized shares or the par value per share. In
addition, a proportionate adjustment was made to the per share exercise price
and the number of shares issuable upon the exercise of all outstanding stock
options, restricted stock units and warrants to purchase shares of common stock
and the number of shares reserved for issuance pursuant to the Company's equity
incentive compensation plans. No fractional shares will be issued in connection
with the Reverse Stock Split. Stockholders who would otherwise be entitled to
receive a fractional share will instead receive a cash payment based on the
closing sales price of the Company's common stock on
The Reverse Stock Split reduced the number of shares of common stock issued and outstanding from approximately 63.1 million to approximately 3.7 million. Following the Reverse Stock Split, the authorized number of shares of common stock remained at 140 million.
Holders of the Company's common stock held in book-entry form or through a bank,
broker or other nominee do not need to take any action in connection with the
Reverse Stock Split. Stockholders of record will be receiving information from
the Company's transfer agent regarding their common stock ownership post-Reverse
Stock Split. The Company's common stock will continue to trade on the
Also on
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit Number Description 3.1 Certificate of Amendment to Restated Certificate of Incorporation 99.1 Press Release, datedJanuary 17, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source