Item 3.03. Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
9 Meters Biopharma, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Amendment") with the Secretary ofState of Delaware for the purpose of effecting a reverse stock split (the "Reverse Stock Split") of the outstanding shares of the Company's common stock at a ratio of one (1) share for every twenty (20) shares outstanding, so that every twenty (20) outstanding shares of common stock before the Reverse Stock Split represents one (1) share of common stock after the Reverse Stock Split. The Reverse Stock Split, which was approved by our stockholders at the annual meeting of stockholders held onJune 22, 2022 , was effective at5:00 p.m. onOctober 17, 2022 . Immediately prior to the Reverse Stock Split, there were 259,107,380 shares of common stock outstanding. After the Reverse Stock Split, there will be approximately 12,955,369 shares outstanding. Each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged after the Reverse Stock Split except for minor changes and adjustments resulting from rounding of fractional interests. 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. Because the Certificate of Amendment did not reduce the number of authorized shares of common stock, the effect of the Reverse Stock Split will increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the common stock and the rights and privileges of the holders of common stock are substantially unaffected by the Reverse Stock Split.
The Reverse Stock Split was effected primarily to enable the Company to meet the continued listing criteria for Nasdaq's Capital Market.
The Company's transfer agent, Broadridge Corporate Issuer Solutions ("Broadridge") will act as the exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers' particular processes, and will not be required to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, Broadridge will send instructions for exchanging those certificates for shares held electronically in book-entry form representing the post-split number of shares. Pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company's outstanding options and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plans will be reduced proportionately.
Copies of the Certificate of Amendment and the press release are attached to this Current Report on Form 8-K as Exhibits 3.1 and 99.1, respectively. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. Description Certificate of Amendment to the Company's Amended and Restated Certificate Exhibit 3.1 of Incorporation, as amended, datedOctober 14, 2022
and effective October
17, 2022. Exhibit 99.1 Press Release datedOctober 17, 2022 . Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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