Item 3.03. Material Modification to Rights of Security Holders.
The information set forth below in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. A copy of the Certificate of Change described in Item 5.03 is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
As a result of the Reverse Split, each fifteen (15) pre-split shares of Common Stock outstanding will automatically be combined into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock will be reduced from 42,594,000 to approximately 2,839,600. The number of authorized shares of Common Stock has been reduced from 750,000,000 to 50,000,000, while the number of authorized shares of the Company's preferred stock has been reduced from 6,250,000 to 416,667.
The Reverse Split is being effected in order to improve the marketability and
liquidity of the Company's Common Stock and to regain compliance with all of the
continued listing requirements of
No fractional shares will be issued as a result of the Reverse Split. Stockholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1 (one) for fifteen (15) Reverse Split ratio will automatically be entitled to receive one whole share of Common Stock for each such fractional share. All of the Company's current outstanding warrants to purchase shares of Common Stock and other derivatives will automatically adjust per their terms to reflect the Reverse Split.
What happens to the publicly traded warrants originally issued by Artelo
(maturity date
These warrants to purchase Artelo's Common Stock were originally issued at an
exercise price of
What happens to the warrants from the
These warrants to purchase Artelo's Common Stock were originally issued at an
exercise price of
The Certificate of Change is filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 8.01. Other Events.
On
2 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Change. 99.1 Press Release datedAugust 9, 2022 . 3
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