ENTERO THERAPEUTICS, INC. Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
On
At the Effective Time, every 7 shares of the Company's issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-7 Reverse Stock Split. It is not necessary for stockholders holding shares of the Common Stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Stock Split, although stockholders may do so if they wish.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment (without interest) equal to such fraction multiplied by the average of the closing sales prices of Common Stock on The Nasdaq Capital Market for the five consecutive trading days immediately preceding the effective date of the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 6,965,024 shares to approximately 995,003 shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company's equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. Stockholders with shares in brokerage accounts should direct any questions concerning the Reverse Stock Split to their broker; all other stockholders may direct questions to the Company's transfer agent, Colonial Stock Transfer, at 801-355-5740.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, all of the matters voted on were approved, based upon an
aggregate of 5,804,671 shares of Common Stock and 5,804.671 shares of the
Company's Series F Preferred Stock outstanding as of
1. The Private Placement Proposal.
The votes were cast for this matter as follows:
Votes For Votes Against Abstentions Broker Non-Votes 528,701 496,698 52,341 1,262,765
2. The Reverse Stock Split Proposal.
The votes were cast for this matter as follows:
Votes For Votes Against Abstentions 1,625,633,905 574,231,665 142,979,935 3. The Adjournment Proposal.
The votes were cast for this matter as follows:
Votes For Votes Against Abstentions 1,584,130,826 592,147,779 166,566,900
Item 7.01 Regulation FD Disclosure.
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, as amended, of First Wave BioPharma, Inc. , dated January
13, 2023 .
99.1 Press Release, dated January 13, 2023 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
