Current Report Filing (8-k)
March 16 2023 - 5:13PM
Edgar (US Regulatory)
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0001892492
2023-03-15
2023-03-15
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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 15, 2023
CRYPTYDE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41033 |
|
87-2755739 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
200
9th Avenue North, Suite 220
Safety
Harbor, Florida |
|
34695 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (888) 765-8933
(Former
name or former address, if changed since last report)
Not
Applicable
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 (see General Instruction A.2. below):
☐ |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value |
|
TYDE |
|
The
Nasdaq Stock Market LLC |
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
3.03 Material Modification to Rights of Security Holders
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
March 16, 2023, Cryptyde, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”)
to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware
to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
from 250,000,000 to 500,000,000 and to make a corresponding change to the number of authorized shares of capital stock, effective as
of 4:05 p.m. (New York time) on March 16, 2023 (the “Increase of Authorized Shares”). As reported below under Item 5.07 of
this report, the Company held a special meeting of stockholders on March 15, 2023 (the “Special Meeting”), at which meeting
the Company’s stockholders approved an amendment to the Certificate of Incorporation to authorize the Company’s Board of
Directors (the “Board”), at the Board’s discretion, to effect the Increase of Authorized Shares. Following the Special
Meeting, the Board determined to effect the Increase of Authorized Shares.
For
more information about the Increase of Authorized Shares, see the Company’s definitive proxy statement filed with the U.S. Securities
and Exchange Commission on February 6, 2023 (the “Proxy Statement”), the relevant portions of which are incorporated herein
by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment,
a copy of which is filed with this report as Exhibit 3.1.
Item
5.07 Submission of Matters to a Vote of Security Holders
The
Special Meeting was held on March 15, 2023. The matters described below were submitted to a vote of the holders of the Company’s
Common Stock and Series A Preferred Stock, voting together as a single class, at the Special Meeting. Each proposal is described in detail
in the Proxy Statement. The final voting results are as follows:
|
1. |
Proposal
to approve an amendment to the Certificate of Incorporation to authorize the Board, at the Board’s discretion, to increase
the number of authorized shares of the Company’s Common Stock from 250,000,000 to 500,000,000 and to make a corresponding change
to the number of authorized shares of capital stock (the “Share Increase Proposal”): |
For | | |
Against | | |
Abstain | |
| 13,658,410,368 | | |
| 11,384,760,387 | | |
| 160,121,359 | |
|
2. |
Proposal
to approve an amendment to the Certificate of Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary
of the date on which the reverse stock split is approved by the Company’s stockholders, a reverse stock split of all of the
outstanding shares of Common Stock at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board
in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”): |
For | | |
Against | | |
Abstain | |
| 15,158,213,939 | | |
| 9,771,377,350 | | |
| 273,700,825 | |
|
3. |
Proposal
to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Share Increase Proposal
or the Reverse Stock Split Proposal: |
For | | |
Against | | |
Abstain | |
| 13,799,069,540 | | |
| 11,012,882,227 | | |
| 391,340,347 | |
For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
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.
Date:
March 16, 2023
|
Cryptyde,
Inc. |
|
|
|
By: |
/s/
Brian McFadden |
|
Name: |
Brian
McFadden |
|
Title: |
Chief
Executive Officer |
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