QUANERGY SYSTEMS, INC. Item 3.02 Unregistered Sales of
As previously announced, on
All of the GEM Shares were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
On
The Charter Amendment provides that, at the Effective Time, every twenty shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares authorized for future grant under the Company's equity incentive/compensation plans immediately prior to the Effective Time will be reduced proportionately.
The Company's common stock will begin trading on the
The foregoing summary of the Charter Amendment is qualified in its entirety by reference to the Charter Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Proxies for the Special Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitation. There were 120,647,639 shares of the Company's common stock entitled to vote at the Special Meeting. Each share of the Company's common stock was entitled to one vote. A total of 75,021,920 shares of the Company's common stock were present at the Special Meeting in person or by proxy.
The Company's stockholders approved the Reverse Split Proposal. The tabulation of votes on this matter was as follows: shares voted for: 73,772,606; shares voted against: 1,102,830; shares abstaining: 146,484; and broker non-votes: 0.
Item 7.01 Regulation FD Disclosure
The information contained in Item 3.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 7.01. Following the sale and issuance
of the GEM Shares as described above, the number of outstanding shares of the
Company's common stock as of the end of the day on
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The information contained in this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment of Certificate of Incorporation of
Quanergy Systems, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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