Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Amendment of Amended and Restated Certificate of Incorporation to Effect Reverse Stock Split and Shares Reduction
On
The Amendment provides that, at the effective time of the Amendment, every ten (10) shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock and the authorized shares of the Company's common stock will reduce from 300,000,000 to 30,000,000, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company's common stock outstanding immediately prior to the effective time of the Amendment. 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 the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company's equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder's percentage ownership of the Company's common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).
The Company's common stock will begin trading on The Nasdaq Capital Market on a
split-adjusted basis when the market opens on
The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
3.1 Certificate of Amendment to Amended and Restated Certificate of
Incorporation ofMarker Therapeutics, Inc. , effectiveJanuary 26, 2023
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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