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 below) contained in Items 5.03 and 8.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
As previously reported, on
As a result of the Reverse Stock Split, every fifteen (15) shares of the
Company's Common Stock, issued and outstanding prior to the Effective Time were
combined into one (1) share of Common Stock, reducing the number of issued and
outstanding shares of the Common Stock from approximately 115,550,244 to
approximately 7,703,350. The Company's transfer agent,
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would hold fractional shares because the number of shares of Common Stock they held before the Reverse Stock Split would not be evenly divisible based upon the fifteen-for-one split ratio will be entitled to cash payments (without interest) in respect of such fractional shares. Such cash payment shall be determined by multiplying (i) the fractional share interest to which the holder would otherwise be entitled, after taking into account all shares of such class held by the holder as of the Effective Time of the Reverse Stock Split, and (ii) the volume weighted average trading price of the Common Stock, as reported on Nasdaq, for the five trading days immediately preceding the effective date of the Reverse Stock Split, as adjusted for the split ratio.
AST will be issuing all of the post-split shares in paperless, "book-entry" form, and unless otherwise requested by the stockholder, AST 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 Common Stock will be automatically adjusted. Those stockholders holding Common Stock in "street name" will receive instructions from their brokers.
In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company's outstanding equity awards, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plans will be reduced proportionately.
Following the Reverse Stock Split, the trading symbol for the Common Stock continues to be "NH". The new CUSIP number for the Common Stock following the Reverse Stock Split is 630104305.
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 and is incorporated herein by reference.
Item 8.01 Other Events.
Reverse Stock Split Ratio and Press Release
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NantHealth, Inc., dated as of December 15, 2022. 99.1 Press Release of NantHealth, Inc. on December 1 5 , 2022 related to the Reverse Stock Split. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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