Item 3.03 Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Trading of the Common Stock on The Nasdaq Global Market is expected to commence
on a split-adjusted basis on
As a result of the Reverse Stock Split, every 32 shares of Common Stock issued or outstanding were automatically reclassified into one validly issued, fully-paid and nonassessable share new share of Common Stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, and warrants exercisable for shares of Common Stock, as well as to the number of shares issuable under the Company's equity incentive plans and certain existing agreements. The Common Stock issued pursuant to the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.
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 sales price per share of the
Common Stock (as adjusted for the Reverse Stock Split) on The Nasdaq Global
Market on
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of 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 Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation ofDave Inc. 99.1 Press Release, datedJanuary 5, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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