Item 3.03. Material Modifications of Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the
Pursuant to such authority granted by the Company's stockholders, the Company's
board of directors approved a one-for-six(1:6) reverse stock split (the "Reverse
Stock Split") of the Company's common stock and the filing of the Amendment to
effectuate the Reverse Stock Split. The Amendment was filed with the Secretary
of State of the
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 72 million shares to approximately 12 million shares, and the number of authorized shares of common stock will remain at 100 million shares. 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 outstanding stock options, restricted stock unit awards and warrants, which will result in a proportional 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 unit awards and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company's equity compensation plan immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split.
Stockholders of record who would otherwise be entitled to receive a fractional
share will be entitled to the rounding up of the fractional share to the nearest
whole number. The Reverse Stock Split will be effective at
The summary of the of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation ofMoleculin Biotech, Inc. , filed with the Secretary of State of theState of Delaware . 99.1 Press Release datedJanuary 29, 2021
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