Item 3.03. Material Modification to the Rights of Security Holders.
The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
As previously disclosed, at the Company's annual meeting of stockholders held on
As a result of the Reverse Stock Split, each share of Common Stock issued and outstanding immediately prior to the Effective Time was automatically reclassified as and converted into one-fifteenth (1/15) of a share of Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to fractional shares of Common Stock are instead entitled to receive cash payments in lieu of such fractional shares.
The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding warrants and preferred stock entitling their holders to purchase or obtain or convert into shares of our Common Stock would be adjusted, as required by the terms of these securities.
The Common Stock will begin trading on a Reverse Stock Split-adjusted basis when
the market opens on
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, 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 with this report as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation ofAmerican Virtual Cloud Technologies, Inc. , datedSeptember 30, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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