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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
May 18, 2021, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary
of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications,
terms and conditions of redemption and other terms and conditions of the Series A Preferred Stock. As described in Item 1.01 above, on
May 19, 2021, the Company entered into the Underwriting Agreement relating to a firm commitment public offering of 1,097,200 newly issued
shares of Series A Preferred Stock. The following is a summary description of those terms and the general effect of the issuance of the
shares of Series A Preferred Stock on the Company’s other classes of registered securities.
The
Series A Preferred Stock will, as to dividend rights and rights as to the distribution of assets upon the Company’s liquidation,
dissolution or winding-up, rank: (1) senior to all classes or series of Common Stock and to all other capital stock issued by the Company
expressly designated as ranking junior to the Series A Preferred Stock; (2) on parity with any future class or series of the Company’s
capital stock expressly designated as ranking on parity with the Series A Preferred Stock; (3) junior to any future class or series of
the Company’s capital stock expressly designated as ranking senior to the Series A Preferred Stock; and (4) junior to all the Company’s
existing and future indebtedness.
The
Series A Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. In the event of the voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares the Series A Preferred
Stock are entitled to be paid out of the Company’s assets legally available for distribution to its stockholders (i.e.,
after satisfaction of all the Company’s liabilities to creditors, if any) an amount equal to $25.00 per share of the Series A Preferred
Stock, plus any amount equal to any accumulated and unpaid dividends to the date of payment before any distribution or payment may be
made to holders of shares of Common Stock or any other class of or series of the Corporation’s capital stock ranking, as to rights
to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series A Preferred
Stock.
The
Company will pay cumulative cash dividends on the Series A Preferred Stock when, as and if declared by its board of directors (or a duly
authorized committee of its board of directors), only out of funds legally available for payment of dividends. Dividends on the Series
A Preferred Stock will accrue on the stated amount of $25.00 per share of the Series A Preferred Stock at a rate per annum equal to 8.75%
(equivalent to $2.1875 per year), payable quarterly in arrears. Dividends on the Series A Preferred Stock declared by our board of directors
(or a duly authorized committee of our board of directors) will be payable quarterly in arrears on March 15, June 15, September 15 and
December 15, beginning on June 15, 2021.
Generally,
the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or delisting event
(each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock
for a limited period of time.
As
further described in the Certificate of Designations, so long as any share of the Series A Preferred Stock remains outstanding, unless
the Company has either paid or declared and set apart for payment full cumulative dividends on the Series A Preferred Stock for all past
completed dividends, the Company will be restricted from making certain dividends and conducting certain redemption and repurchases with
respect to its capital stock. The restrictions in the foregoing sentence are subject to limited exceptions.
Holders
of shares of the Series A Preferred Stock generally have no voting rights, except as required by law and as provided in the Certificate
of Designations. Voting rights for holders of the Series A Preferred Stock exist primarily with respect to material and adverse changes
in the terms of the Series A Preferred Stock and the creation of additional classes or series of preferred stock that rank senior to
the Series A Preferred Stock.
In
addition, subject to certain limitations, if dividends on any shares of the Series A Preferred Stock have not been declared and paid
for four full quarterly dividend payments, whether or not for consecutive dividend periods, the holders of shares of the Series A Preferred
Stock, voting together as a class with holders of any other series of preferred stock then outstanding upon which like voting rights
have been conferred and are exercisable, will be entitled to vote for the election of a total of two additional members of the Company’s
board of directors until all accumulated dividends for all past completed dividend periods have been paid in full on the Series A Preferred
Stock.
The
Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K. The
above description of the Certificate of Designations is a summary and, as such, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Certificate of Designations, which is incorporated herein by reference. A specimen certificate
representing the Series A Preferred Stock is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.