Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Amendment provides that, at the effective time of the Amendment, every three (3) shares of the Company's issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock, no par value. The reverse stock split will affect all shares of the Company's common stock outstanding immediately prior to the effective time of the Amendment. 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 stock options and warrants issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company's equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.
No fractional shares will be issued as a result of the reverse stock split.
Shareholders of record who would otherwise be entitled to receive a fractional
share will receive a cash payment in lieu thereof. The Company shall pay such
holder a cash amount, without interest, equal to the fraction to which such
shareholder would otherwise be entitled multiplied by (i) the fractional share
interest to which the holder would otherwise be entitled, after taking into
account all shares of such class held by the holder as of the effective date of
the Amendment, and (ii) the closing price of the common stock, as reported on
The Nasdaq Capital Market, on the date immediately preceding the date of the
filing of the Amendment with the Secretary of State of the
The reverse stock split will affect all shareholders proportionately and will not affect any shareholder's percentage ownership of the Company's common stock (except to the extent that the reverse stock split results in any shareholder owning only a fractional share).
The Company's common stock will begin trading on The Nasdaq Capital Market on a
split-adjusted basis when the market opens on
The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 Restated Articles of Incorporation, as amended, ofSecond Sight Medical Products, Inc. , datedJuly 27, 2022 and effectiveAugust 9, 2022 . 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
© Edgar Online, source