Item 3.03 Material Modification to Rights of Security Holders
Effective
On
As a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were automatically reclassified into one new share of common stock. The Reverse Stock Split did not modify any rights or preferences of the shares of Common Stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, and warrants, as well as to the number of shares issued and issuable under the Company's equity incentive plans. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The amount of the Company's outstanding convertible preferred stock were not affected by the Reverse Stock Split. However, the number of shares of Common Stock into which the outstanding convertible preferred stock is convertible will be adjusted proportionately as a result of the Reverse Stock Split.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split are entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing trading price per share of the common stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on the trading day immediately preceding the effective time of the reverse stock split.
The foregoing descriptions of the Certificate does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Item 5.03 Year
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07Submission of Matters to a Vote of Security Holders.
On
There were present, in person or by proxy, a total of 26,621,044 shares of Common Stock and Preferred Stock, or approximately 48.45% of the voting power of the Company's Common Stock and Preferred Stock issued and outstanding and entitled to vote at the Annual Meeting. Certain matters submitted to a vote of stockholders at the Annual Meeting were approved as described below.
Proposal No. 1: Election of Class III Directors
1
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Proposal No. 2: Approve the Reverse Stock Split
Stockholders approved an amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company's common stock, within a range, as determined by the Company's board of directors, of one new share for every five (5) to twenty (20) (or any number in between) shares outstanding. The results of the voting included 98,295,033 votes for, 7,494,632 votes against and 271,379 votes abstained. There were no broker non-votes regarding this proposal.
Proposal No. 3: Ratify Selection of Auditors
Stockholders ratified the appointment of
Proposal No. 4: Advisory (Non-Binding) Vote on Executive Compensation
Stockholders approved, on a non-binding advisory basis, the executive compensation paid to the Company's named executive officers. The results of the voting included 9,730,381 votes for, 757,413 votes against and 522,948 votes abstained. There were 10,610,302 broker non-votes regarding this proposal.
Item 8.01Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibits 3.1 Certificate of Amendment, filedJune 1, 2022 99.1 Press Release, datedJune 1, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * * * 2
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