Item 3.03. Material Modifications 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.
The Board of Directors of
On
Reason for the Reverse Split
The Company is effecting the Reverse Split to satisfy the
Subsequently, as previously disclosed in the Current Report on Form 8-K filed on
By effecting the Reverse Split, the Company expects that the closing bid price
for the Common Stock will increase above the
Effects of the Reverse Split
Effective Date; Symbol; CUSIP Number.
As of the Effective Date, the Common Stock will begin trading on a split-adjusted basis. In connection with the Reverse Split, the CUSIP number for the Common Stock changed to 65344G 201. The trading symbol for the Company, "NXTP," will remain unchanged.
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Split Adjustment; Treatment of Fractional Shares.
On the Effective Date, the total number of shares of Common Stock authorized for issuance under the Company's Articles of Incorporation will be divided by 20 and the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Split divided by 20. The Company will issue one whole share of Common Stock post Reverse Split to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split, determined at the beneficial owner level by share certificate. As a result, no fractional shares will be issued in connection with the Reverse Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split.
The Company intends to treat stockholders holding shares of Common Stock in "street name" (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding shares of Common Stock in "street name"; however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Split.
Also on the Effective Date, all options, warrants and other convertible securities of the Company that are outstanding immediately prior to the Reverse Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 20, and multiplying the exercise or conversion price thereof by 20, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.
Certificated and Non-Certificated Shares.
Stockholders holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not required to) send the
certificates to the Company's transfer agent and registrar,
Colonial can be contacted at:
66 Exchange Place , 1st FloorSalt Lake City, UT 84111 (801) 355-5740 Nevada State Filing.
The Company effected the Reverse Split as a result of filing the Certificate of
Change with the Secretary of State of the
No Stockholder Approval Required.
Under
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As a result of the Reverse Split, each twenty (20) shares of Common Stock will be combined into one (1) share of Common Stock; as a result, the total number of shares of Common Stock authorized for issuance under the Company's Articles of Incorporation will be reduced from 500,000,000 to 25,000,000 and the number of shares of Common Stock issued and outstanding will be reduced from 118,445,979 shares of Common Stock to approximately 5,922,299 shares of Common Stock. The exact number of shares of Common Stock outstanding after the Reverse Split will depend on the number of fractional shares that are rounded up to the nearest whole share.
Immediately after the Reverse Split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from rounding fractional shares up to the next whole share. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.
The above description of the Certificate of Change, Certificate of Correction and the Reverse Split is qualified in its entirety by reference to the Certificate of Change and Certificate of Correction, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information set forth under Item 7.01 of this Current Report on Form 8-K (this "Current Report"), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Forward-Looking Statements
This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes," "will" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking statements in this Current Report, including Exhibit 99.1
attached hereto, or hereafter, including in other publicly available documents
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 3.1 Certificate of Change, filedDecember 29, 2022 . 3.2 Certificate of Correction, filedJanuary 4, 2023 . 99.1 Press Release, datedJanuary 5, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). -3-
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