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.
At the Special Meeting of Stockholders of
As a result of the Reverse Stock Split, every fifty-five (55) shares of the
Company's issued and outstanding common stock, par value
Because the Certificate of Amendment did not reduce the number of authorized shares of the Company's common stock, the effect of the Certificate of Amendment and the Reverse Stock Split is to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the Company's common stock or modify any voting rights or other terms of the common stock.
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 fifty-five, 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, to a cash payment equal to the fraction to which the stockholder
would otherwise be entitled multiplied by
Computershare will be issuing all of the post-split shares through their paperless Direct Registration System ("DRS"), also known as "book-entry form," unless otherwise requested by the stockholder. Computershare will hold the shares in an account set up for the stockholder. Stockholders who wish to hold paper certificates may obtain such certificates upon request to Computershare.
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.
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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 warrants to purchase shares of common stock, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plan and employee stock purchase plan will be reduced proportionately.
After the Reverse Stock Split, the trading symbol for the Company's common stock will continue to be "PHIO." The new CUSIP number for the Company's common stock is 71880W303.
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 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 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation ofPhio Pharmaceuticals Corp. , filed with theDelaware Secretary of State onJanuary 13, 2020 99.1 Press release issued by the Company onJanuary 14, 2020 3
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