Item 1.01. Entry into a Material Definitive Agreement.
Adoption of a Shareholder Rights Plan
Overview
On
If the Rights become exercisable, all holders of Rights, other than the Acquiring Person, will be entitled to acquire shares of the Company's common stock at a 50% discount or the Company may exchange each Right held by such holders for one share of its common stock. See "Flip-In Event" below. In such situation, Rights held by the Acquiring Person would become void and will not be exercisable. If any person at the time of the first public announcement of the Rights Plan owns more than the triggering percentage, then that stockholder's existing ownership percentage will be grandfathered, although, with certain exceptions, the Rights will become exercisable if at any time after the announcement of the Rights Plan such stockholder increases its ownership of the Company's common stock.
Unless earlier redeemed, terminated or exchanged pursuant to the terms of the
Rights Plan, the Rights will expire at the close of business on
Key Features
On
As further described below, the Rights Agreement contains the following key features:
· Two-year term · 15% trigger
· No "dead-hand," "slow-hand," "no-hand," or similar feature that limits the
ability of a future board of directors to redeem the rights plan · Grandfathering provision.
Distribution Date; Exercisability; Expiration
Initially, the Rights will be attached to all Common Share certificates and no separate certificates evidencing the Rights ("Right Certificates") will be issued. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the Common Shares. As long as the Rights are attached to the Common Shares, the Company will issue one Right with each new Common Share so that all such Common Shares will have Rights attached.
The Rights will separate and begin trading separately from the Common Shares, and Right Certificates will be caused to evidence the Rights, on the earlier to occur of (i) the Close of Business (as such term is defined in the Rights Agreement) on the tenth day following a public announcement, or the public disclosure of facts indicating (or the Board of Directors becoming aware), that a Person (as such term is defined in the Rights Agreement) or group of affiliated or associated Persons has acquired Beneficial Ownership (as defined below) of 15% or more of the outstanding Common Shares (an "Acquiring Person") (or, in the event the Board of Directors determines to effect an exchange in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) or (ii) the Close of Business on the tenth Business Day (as such term is defined in the Rights Agreement) (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or the first public announcement of the intention to commence, a tender offer or exchange offer the consummation of which would result in the Beneficial Ownership by a Person or group of 15% or more of the outstanding Common Shares (the earlier of such dates, the "Distribution Date"). As soon as practicable after the Distribution Date, unless the Rights are recorded in book-entry or other uncertificated form, the Company will prepare and cause the Right Certificates to be sent to each record holder of Common Shares as of the Distribution Date.
An "Acquiring Person" will not include (i) the Company, (ii) any Subsidiary (as
such term is defined in the Rights Agreement) of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity
holding Common Shares for or pursuant to the terms of any such employee benefit
plan or (v) any Person who or which, together with all
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Items 1.01 and 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.
In connection with the adoption of the Rights Agreement, on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 3.1 Certificate of Designations, Preferences and Rights of Series A Preferred Stock ofSynaptogenix, Inc. , as filed with the Secretary of State of theState of Delaware onJanuary 19, 2021 . 4.1 Rights Agreement, dated as ofJanuary 19, 2021 , betweenSynaptogenix, Inc. andPhiladelphia Stock Transfer, Inc. , as rights agent.
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