Current Report Filing (8-k)
November 16 2017 - 4:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
November 9, 2017
Amedica
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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001-33624
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84-1375299
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1885
West 2100 South
Salt
Lake City, UT
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84119
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(801) 839-3500
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.03 Material Modification to Rights of Security Holders.
As
previously announced in our Current Report on Form 8-K dated October 11, 2017, at a special meeting of the stockholders of Amedica
Corporation (the “
Company
”) held on October 10, 2017, the Company’s stockholders approved an amendment
to the Company’s Restated Certificate of Incorporation to effect a reverse split of the Company’s common stock, par
value $0.01 (the “
Common Stock
”) and authorized the Board of Directors (the “
Board
”) to,
at their sole discretion, select a ratio of between 1-for-2 and 1-for-15, inclusive.
Subsequently,
the Board determined to set the reverse stock split ratio at 1-for-12 (the “
Reverse Stock Split
”). The Reverse
Stock Split became effective as of 12:01 a.m., Eastern Time on November 10, 2017 (the “
Effective Time
”), pursuant
to a Certificate of Amendment (the “
Certificate of Amendment
”) to the Company’s Restated Certificate
of Incorporation filed with the Secretary of State of the State of Delaware on November 9, 2017.
A
copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion
is qualified in its entirety by reference to the full text of the Certificate of Amendment.
In
connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 023435 407. The Common Stock
began trading on The Nasdaq Capital Market on a split-adjusted basis on November 10, 2017.
As
a result of the Reverse Stock Split, every twelve (12) shares of the Company’s issued and outstanding common stock, par
value $0.01 will be converted into one (1) share of common stock, par value $0.01 reducing the number of issued and outstanding
shares of the Company’s common stock from approximately 36.26 million to approximately 3 million. There was no change in
the par value of the common stock.
No
fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive
fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly
divisible by twelve (12), will have the number of post-reverse split shares of the Company’s common stock to which they
are entitled rounded up to the next whole number of shares of the Company’s common stock. No stockholders will receive cash
in lieu of fractional shares.
The
Reverse Stock Split will not change the authorized number of shares of common stock or preferred stock of the Company. Pursuant
to the terms of the Company’s outstanding convertible securities, options and warrants, the number of shares into which
such convertible securities may be converted will be proportionately adjusted to reflect the Reverse Stock Split, and, pursuant
to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under of
all of the Company’s outstanding stock options and warrants to purchase shares of common stock, and the number of shares
reserved for issuance pursuant to the Company’s equity compensation plans will be reduced proportionately.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AMEDICA
CORPORATION
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Date:
November 16, 2017
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By:
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/s/
B. Sonny Bal
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B.
Sonny Bal
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Chief
Executive Officer
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