Current Report Filing (8-k)
March 15 2019 - 5:25PM
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):
March 13, 2019
ATTIS INDUSTRIES INC.
(Exact name of registrant as specified in its
charter)
New York
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001-13984
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13-3832215
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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12540 Broadwell Road, Suite 2104
Milton, GA 30004
(Address of principal executive offices)
(678) 580-5661
(Registrant’s telephone number, including
area code)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 ☐
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. ☐
5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As described in Item 5.07 of the Current Report
on Form 8-K that Attis Industries Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”)
on March 8, 2019, on March 7, 2019, at a special meeting (the “Meeting”) a majority of the holders of the Company’s
common stock approved the granting of discretionary authority to the Company’s Board of Directors (the “Board”)
to, at any time or times for a period of up to six months from the date of the Meeting, adopt an amendment to the Company’s
Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split at a
ratio up to 1 for 18, such ratio (or the decision not to proceed with a reverse stock split) to be determined by the Board (the
“Reverse Stock Split Authorization”).
On March 13, 2019, at the direction of
Board, pursuant to the Reverse Stock Split Authorization and the Board’s determination that a reverse stock split in
the ratio of 1-for-8 (the “Reverse Stock Split”) would be in the best interests of the Company and its
shareholders, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of
the State of New York (the “Amendment”) effecting the Reverse Stock Split.
The Amendment provides that every eight shares
of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share
of common stock, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s
common stock outstanding immediately prior to the effective time of the Amendment. In addition, all outstanding shares and/or
conversion/exercise prices of any preferred stock, restricted stock units, stock options and warrants entitling the holders to
purchase shares of our Common Stock, will be subject to adjustment in accordance with their respective terms and conditions as
a result of the Reverse Stock Split. In particular, the conversion or exercise prices of such securities will be multiplied by
8 and/or the number of such securities will be divided by 8. Additionally, the Reverse Stock Split will result in a further adjustment
to the exercise price of certain securities, to be calculated based on the volume-weighted average trading price of the Company’s
common stock preceding the Reverse Stock Split, as specifically set forth in such securities.
No fractional shares will be issued
as a result of the Reverse Stock Split. Stockholders of record who would otherwise have been entitled to receive a fractional
share will receive the number of shares rounded up to the nearest whole share.
The
Company’s common stock will begin trading on The NASDAQ Capital Market on a split-adjusted basis when the market
opens on March 18, 2019. The new CUSIP number for the Company’s common stock following the reverse stock split is 049836208.
Additionally, pursuant to the Reverse Stock
Split, the Company’s publicly-traded warrants to purchase common stock (the “Listed Warrants”) will be split
on a 1-for-8 basis. The Listed Warrants will begin trading on The NASDAQ Capital Market on a split-adjusted basis when
the market opens on March 18, 2019. The new CUSIP number for the Company’s listed warrants following the reverse stock split
is 049836125.
The foregoing description is qualified
in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 8.01 Other Events.
On March 15, 2019, the Company issued a press
release with regard to the Reverse Split. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
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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ATTIS INDUSTRIES INC.
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Date: March 15, 2019
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By:
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/s/
Jeffrey Cosman
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Name: Jeffrey Cosman
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Title: Chief Executive Officer
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