Current Report Filing (8-k)
August 14 2020 - 4:01PM
Edgar (US Regulatory)
0001421461
false
12/31
0001421461
2020-08-13
2020-08-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
August 13, 2020
Intrepid Potash, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-34025
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26-1501877
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(State of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1001 17th Street, Suite 1050
Denver, Colorado 80202
(Address of principal executive offices,
including zip code)
(Registrant’s telephone number,
including area code): (303) 296-3006
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value
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IPI
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New York Stock Exchange
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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 ¨
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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set
forth in response to Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On August 10, 2020, the Board of Directors (the “Board”)
of Intrepid Potash, Inc. (the “Company”) unanimously approved a reverse split of the Company’s common stock,
par value $0.001 per share (“Common Stock”), at a ratio of one-for-ten (1:10) (the “Reverse Stock Split”),
effective as of the close of business on August 13, 2020. At the market opening on August 14, 2020, the Company’s Common
Stock will begin trading on the New York Stock Exchange on a split-adjusted basis.
To effect the Reverse Stock Split, on August 13, 2020 the Company
filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of
Delaware.
The Company’s stockholders had previously approved a reverse
split of the Company’s Common Stock at a ratio using a whole number ranging from one-for-three (1:3) to one-for-fifteen (1:15),
with the exact ratio and effective time as may be determined at a later date by the Board in its sole discretion. The Company’s
stockholders had previously approved a corresponding reduction in the number of authorized shares of common stock according
to the criteria outlined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
June 30, 2020. As a result of the Reverse Stock Split, every ten (10) shares of the Company’s Common Stock will be reclassified
into, and automatically combined and changed into, one share of Common Stock. The Company’s trading symbol will remain unchanged,
but the CUSIP number for the Company’s registered Common Stock will be changed to 46121Y201. Additionally, the total number
of authorized shares of the Company’s Common Stock will be reduced to 40,000,000.
The foregoing description of the
Certificate of Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment to the Company’s Certificate of Incorporation, which is
filed herewith as Exhibit 3.1 and is incorporated herein by reference.
The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 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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INTREPID POTASH, INC.
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Date: August 14, 2020
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By:
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/s/ Matthew D. Preston
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Name: Matthew D. Preston
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Title: Vice President of Finance
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