Item 3.03 Material Modification to Rights of Security Holders.
On
As previously disclosed in a Definitive Information Statement on Schedule 14C
filed with the
At the effective time of the Reverse Stock Split, every 30 issued and
outstanding shares of the Common Stock will be combined into one share of Common
Stock. Proportionate voting rights and other rights of common stockholders will
not be affected by the reverse split, other than as a result of the payment for
fractional shares. No fractional shares will be issued in connection with the
Reverse Stock Split. As soon as practicable after the Reverse Stock Split
becomes effective, the Company's transfer agent,
The Reverse Stock Split will become effective on
The foregoing description of the Amendment and the Reverse Stock Split set forth above does not purport to be complete and is qualified in its entirety by reference to the Amendment and the Information Statement. A copy of the Amendment is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.03 regarding the Amendment and Reverse Stock Split is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 3.03 regarding the Written Consent, the Amendment and the Reverse Stock Split is incorporated by reference herein.
As described in the Information Statement, pursuant to the Written Consent, the majority stockholder also approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Common Stock (the "Authorized Share Increase Amendment"); provided that the Authorized Share Increase Amendment would not become effective if the Company completed a reverse stock split. As a result of the Reverse Stock Split, the Authorized Share Increase Amendment will not become effective and the Company's total authorized shares of Common Stock will remain at 200,000,000.
Item 7.01 Regulation FD Disclosure.
On
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 3.1 Amendment to Amended and Restated Certificate of Incorporation. 99.1 Press Release issuedNovember 29, 2022
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