Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
At the Company's Annual Meeting of Stockholders held on
The Amendment provides that at the effective time of the Reverse Stock Split,
each 30 shares of the Company's issued and outstanding common stock will be
automatically combined into one validly issued, fully paid and non-assessable
share of common stock, without effecting a change to the 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 Reverse Stock Split,
as well as the number of shares of common stock available for issuance under the
Company's equity incentive plans. In addition, the Reverse Stock Split will
effect a reduction in the number of shares of common stock issuable upon the
exercise of stock options and warrants outstanding immediately prior to the
effectiveness of the Reverse Stock Split with a corresponding increase in
exercise price per share. The Reverse Stock Split will also trigger a
proportionate adjustment to the number of shares of common stock issuable upon
the conversion of our Series D convertible preferred stock, par value
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing trading price per share of the common stock as reported on The Nasdaq Capital Market during the regular trading hours for the five consecutive trading days immediately preceding the effective date of the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split).
The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on The Nasdaq Capital Market. The new CUSIP number for the common stock following the Reverse Stock Split is 046484309.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Items.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Third Certificate of Amendment to the Certificate of Incorporation of 3.1Astrotech Corporation . Press release, datedNovember 23, 2022 , issued byAstrotech 99.1 Corporation. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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