Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K/A is hereby incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Reverse Stock Split was authorized by the Board of Directors of the Company
pursuant to Section 78.207 of the NRS on
On
On the Record Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by fifty (50) and multiplying the exercise or conversion price thereof by fifty (50), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.
The Company intends to treat stockholders holding shares of common stock in "street name" (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of common stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in "street name?" however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. Stockholders who are holding their shares of Common Stock in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders who are holding their shares of common stock electronically in
direct registered book-entry form ("DRS") with
Stockholders holding paper certificates may (but are not required to) exchange their stock certificates for post-split shares of common stock held electronically in DRS book-entry form, which means they will not receive physical stock certificates and will receive a statement of account and instructions from the Transfer Agent regarding the transition to book-entry share registration. To obtain a Letter of Transmittal or for instructions on how a stockholder should surrender his, her or its certificates representing pre-split shares of common stock to the Transfer Agent in exchange for post-split shares in DRS book-entry form, please contact the Transfer Agent at (775) 322-0626.
The description contained herein of the Reverse Stock Split and proportional decrease of the Company's authorized shares of common stock is qualified in its entirety by reference to the Certificate of Change, a copy of which is attached to this report as Exhibit 3.1 hereto and incorporated herein by reference.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exh. No. Description 3.1 Certificate of Change 104 The cover page from this Current Report on Form 8-K/A, formatted in Inline XBRL (included as Exhibit 104) 2
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