Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 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.
On
As previously reported, on
As a result of the Reverse Stock Split, every four shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu thereof, the Company's transfer agent will aggregate all fractional shares and sell them as soon as practicable after the effective time at the then-prevailing prices on the open market. After the transfer agent's completion of such sale, stockholders who would have been entitled to a fractional share as a result of the Reverse Stock Split will instead receive a cash payment from the transfer agent in an amount equal to their respective pro rata share of the total proceeds of that sale.
Following the Reverse Stock Split, there will be 51.3 million shares of Common Stock issued and outstanding, subject to adjustment for the treatment of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will be reduced from 300 million shares to 75 million shares. A proportionate adjustment was also made to the maximum number of shares issuable under the Company's 2018 Omnibus Incentive Plan, 2019 Equity Incentive Plan, and the equity awards outstanding thereunder, as well as the Company's Employee Share Purchase Plan.
Stockholders who hold their shares in book-entry form or in "street name" (through a broker, bank or other holder of record) will not be required to take any action.
The Common Stock will begin trading on a split-adjusted basis on the Nasdaq
Global Select Market at the market open on
The foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated as ofFebruary 12, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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