Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
As a result of the Reverse Stock Split, every twenty-five (25) shares of the
Company's issued and outstanding common stock, par value
The Reverse Stock Split will not modify any voting rights or other terms of the common stock and will not affect any stockholder's percentage interest in the Company's common stock, except for adjustments which may result from the treatment of fractional shares as described below. Because the Certificate of Amendment will not reduce the number of authorized shares of the Company's common stock, the Certificate of Amendment and 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. However, pursuant to the existing terms of the Company's outstanding equity awards and equity incentive plans, a proportionate increase will be made in the per share exercise price, and decrease in the number of underlying shares issuable upon exercise, under all of the Company's outstanding equity awards, and the number of shares authorized and reserved for potential issuance pursuant to the Company's equity incentive plans will be proportionately reduced.
No fractional shares will be issued in connection with the Reverse Stock Split.
Stockholders who otherwise would be entitled to receive fractional shares
because they hold a number of pre-Reverse Stock Split shares of the Company's
common stock not evenly divisible by twenty-five (25), will, in lieu of a
fractional share, be entitled, upon surrender to the exchange agent of
certificate(s) representing their pre-split shares or upon conversion of their
shares held in book-entry, receive a cash payment equal to the fraction to which
the stockholder would otherwise be entitled multiplied by the closing trading
price on
Computershare will be issuing all of the post-split shares through their paperless Direct Registration System ("DRS"), also known as "book-entry form". Computershare will hold the shares in an account set up for the stockholder.
All book-entry or other electronic positions representing issued and outstanding shares of the Company's common stock will be automatically adjusted. Those stockholders holding common stock in "street name" will receive instructions from their brokers.
The above description of the Certificate of Amendment and the Reverse Stock
Split is a summary of the material terms thereof and is qualified in its
entirety by reference to the Certificate of Amendment, a copy of which is
attached hereto as Exhibit 3.1, as filed with the Secretary of State of the
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation ofMinim, Inc. , filed with theDelaware Secretary of State onMarch 31, 2023 99.1 Press Release issued by the Company onMarch 31, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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