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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):
May 10, 2024
OCUGEN,
INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-36751 |
|
04-3522315 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
11
Great Valley Parkway
Malvern,
Pennsylvania 19355
(484)
328-4701
(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
N/A
(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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value per share |
|
OCGN |
|
The
Nasdaq Stock Market LLC
(The Nasdaq Capital Market) |
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.
The disclosure set forth
in Item 5.03 below is hereby incorporated herein by reference.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series C Preferred
Stock
The board of directors (the “Board”)
of Ocugen, Inc. (the “Company”) declared a dividend of one one-thousandth (1/1,000th) of a share of
Series C Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), for each outstanding share
of the Company’s common stock, par value $0.01 per share (“Common Stock”) to stockholders of record at
5:00 p.m. Eastern Time on May 20, 2024 (the “Record Date”).
General;
Transferability. Shares of Series C Preferred Stock will be uncertificated and represented in book-entry form. No shares
of Series C Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares
of Common Stock held by such holder, in which case a number of one one-thousandths (1/1,000ths) of a share of Series C Preferred
Stock equal to the number of shares of Common Stock to be transferred by such holder will be automatically transferred to the transferee
of such shares of Common Stock.
Voting
Rights. Each share of Series C Preferred Stock will entitle the holder thereof to 1,000,000 votes per share (and, for the
avoidance of doubt, each fraction of a share of Series C Preferred Stock will have a ratable number of votes). Thus, each one-thousandth (1/1,000th)
of a share of Series C Preferred Stock would entitle the holder thereof to 1,000 votes. The outstanding shares of Series C Preferred Stock
will vote together with the outstanding shares of Common Stock of the Company as a single class exclusively with respect to (1) any
proposal to adopt an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), to increase the number of authorized shares of Common Stock in accordance with the terms of such amendment
(the “Share Increase Proposal”), (2) any proposal to adopt an amendment to the Certificate of Incorporation
to adjust voting requirements for certain future amendments to the Certificate of Incorporation in accordance with recent amendments to
Section 242(d) of the General Corporation Law of the State of Delaware (the “Voting Standard Proposal”) and
(3) any proposal to adjourn any meeting of stockholders called for the purpose of voting on the Share Increase Proposal or Voting Standard
Proposal (the “Adjournment Proposal”). The Series C Preferred Stock will not be entitled to vote on any other
matter, except to the extent required under the General Corporation Law of the State of Delaware.
Unless otherwise provided on any applicable proxy
or ballot with respect to the voting on the Share Increase Proposal, Voting Standard Proposal or the Adjournment Proposal, the vote of
each share of Series C Preferred Stock (or fraction thereof) entitled to vote on the Share Increase Proposal, Voting Standard Proposal,
Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote on the Share Increase Proposal, Voting
Standard Proposal and the Adjournment Proposal will be cast in the same manner as the vote, if any, of the share of Common Stock (or fraction
thereof) in respect of which such share of Series C Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Share
Increase Proposal, Voting Standard Proposal, Adjournment Proposal or such other matter, as applicable, and the proxy or ballot with respect
to shares of Common Stock held by any holder on whose behalf such proxy or ballot is submitted will be deemed to include all shares of
Series C Preferred Stock (or fraction thereof) held by such holder. Holders of Series C Preferred Stock will not receive a separate ballot
or proxy to cast votes with respect to the Series C Preferred Stock on the Share Increase Proposal, Voting Standard Proposal or Adjournment
Proposal.
Dividend
Rights. The holders of Series C Preferred Stock will not be entitled to receive dividends of any kind.
Liquidation
Preference. The Series C Preferred Stock will rank senior to the Common Stock as to any distribution of assets upon a liquidation,
dissolution or winding up of the Company, whether voluntarily or involuntarily (a “Dissolution”). Upon any Dissolution,
each holder of outstanding shares of Series C Preferred Stock will be entitled to be paid out of the assets of the Company available for
distribution to stockholders, prior and in preference to any distribution to the holders of Common Stock, an amount in cash equal to $0.01
per outstanding share of Series C Preferred Stock.
Redemption.
All shares of Series C Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on the Share
Increase Proposal, Voting Standard Proposal and the Adjournment Proposal as of immediately prior to the opening of the polls at such meeting
(the “Initial Redemption Time”) will automatically be redeemed in whole, but not in part, by the Company at
the Initial Redemption Time without further action on the part of the Company or the holder of shares of Series C Preferred Stock (the
“Initial Redemption”). Any outstanding shares of Series C Preferred Stock that have not been redeemed pursuant
to an Initial Redemption will be redeemed in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion,
automatically and effective on such time and date specified by the Board in its sole discretion or (ii) automatically upon the approval
by the Company’s stockholders of the Share Increase Proposal or Voting Standard Proposal at any meeting of the stockholders held
for the purpose of voting on such proposal.
Each share of Series C Preferred Stock redeemed
in any redemption described above will be redeemed in consideration for the right to receive an amount equal to $0.01 in cash for each
ten whole shares of Series C Preferred Stock that are “beneficially owned” by the “beneficial owner” (as such
terms are defined in the certificate of designation of preferences, rights and limitations with respect to the Series C Preferred Stock
(the “Certificate of Designation”)) thereof as of immediately prior to the applicable redemption time and redeemed
pursuant to such redemption. However, the redemption consideration in respect of the shares of Series C Preferred Stock (or fractions
thereof) redeemed in any redemption described above: (i) will entitle the former beneficial owners of less than ten whole shares
of Series C Preferred Stock redeemed in any redemption to no cash payment in respect thereof and (ii) will, in the case of a former
beneficial owner of a number of shares of Series C Preferred Stock (or fractions thereof) redeemed pursuant to any redemption that is
not equal to a whole number that is a multiple of ten, entitle such beneficial owner to the same cash payment, if any, in respect of such
redemption as would have been payable in such redemption to such beneficial owner if the number of shares (or fractions thereof) beneficially
owned by such beneficial owner and redeemed pursuant to such redemption were rounded down to the nearest whole number that is a multiple
of ten (such, that for example, the former beneficial owner of 25 shares of Series C Preferred Stock redeemed pursuant to any redemption
will be entitled to receive the same cash payment in respect of such redemption as would have been payable to the former beneficial owner
of 20 shares of Series C Preferred Stock redeemed pursuant to such redemption).
The Series C Preferred Stock is not convertible
into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series C Preferred Stock
has no stated maturity and is not subject to any sinking fund.
The Certificate of Designation
was filed with the Secretary of State of the State of Delaware and became effective on May 10, 2024. The foregoing description of the
Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
The following exhibits
are being filed herewith:
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.
| |
Ocugen, Inc. |
| Date: May 10, 2024 |
|
|
| |
By: |
/s/ Shankar
Musunuri |
| |
Name: |
Shankar Musunuri |
| |
Title: |
Chairman, Chief Executive Officer, & Co-Founder |
Exhibit 3.1
OCUGEN, INC.
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES C PREFERRED STOCK
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
The undersigned, Shankar Musunuri, does hereby certify that:
1. He is the Chief Executive Officer of Ocugen, Inc.,
a Delaware corporation (the “Corporation”).
2. The Corporation is authorized to issue 10,000,000
shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), 30,000 of which are designated as Series A
Convertible Preferred Stock and 54,745 of which are designated as Series B Convertible Preferred Stock.
3. The following resolutions were duly adopted
by the board of directors of the Corporation (the “Board of Directors”):
WHEREAS, the Sixth Amended and Restated Certificate
of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”) provides for a class of its authorized
stock known as Preferred Stock, consisting of 10,000,000 shares, $0.01 par value per share, issuable from time to time in one or more
series;
WHEREAS, the Board of Directors is authorized,
without further stockholder approval, to establish from time to time the number of shares to be included in each such series, and to fix
the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions
thereof; and
WHEREAS, it is the desire of the Board of Directors,
pursuant to such authority, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock,
which shall consist of up to 260,000 shares of the preferred stock which the Corporation has the authority to issue, as follows:
NOW, THEREFORE, BE IT RESOLVED, that the Board
of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property
and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as
follows:
TERMS OF PREFERRED STOCK
| 1. | Designation, Amount and Par Value. The series of Preferred Stock created hereby shall be designated as the Series C Preferred
Stock (the “Series C Preferred Stock”), and the number of shares so designated shall be 260,000. Each share of
Series C Preferred Stock shall have a par value of $0.01 per share. |
| 2. | Dividends. The holders of Series C Preferred Stock, as such, shall not be entitled to receive dividends of any kind. |
| 3. | Voting Rights. Except as otherwise provided by the Certificate of Incorporation or required by law, the holders of shares of
Series C Preferred Stock shall have the following voting rights. |
| 3.1. | Except as otherwise provided herein, each outstanding share of Series C Preferred Stock shall have 1,000,000 votes per share
(and, for the avoidance of doubt, each fraction of a share of Series C Preferred Stock shall have a ratable number of votes). The
outstanding shares of Series C Preferred Stock shall vote together with the outstanding shares of common stock, par value $0.01 per
share (the “Common Stock”), of the Corporation as a single class exclusively with respect to the Share Increase Proposal,
Voting Standard Proposal and the Adjournment Proposal (as such terms are defined below) and shall not be entitled to vote on any other
matter except to the extent required under the General Corporation Law of the State of Delaware (the “DGCL”). Notwithstanding
the foregoing, and for the avoidance of doubt, each share of Series C Preferred Stock (or fraction thereof) redeemed pursuant to
the Initial Redemption (as defined below) shall have no voting power with respect to, and the holder of each share of Series C Preferred
Stock (or fraction thereof) redeemed pursuant to the Initial Redemption shall have no voting power with respect to any such share of Series C
Preferred Stock (or fraction thereof) on, the Share Increase Proposal, Voting Standard Proposal, the Adjournment Proposal or any other
matter brought before any meeting of stockholders held to vote on the Share Increase Proposal or Voting Standard Proposal. As used herein,
(1) the term “Share Increase Proposal” means any proposal to adopt an amendment to the Certificate of Incorporation
to increase the number of authorized shares of Common Stock in accordance with the terms of such amendment, (2) the term “Voting
Standard Proposal” means any proposal to adopt an amendment to the Certificate of Incorporation to adjust voting requirements
for certain future amendments to the Certificate of Incorporation in accordance with recent amendments to Section 242(d) of
the General Corporation Law of the State of Delaware, and (3) the term “Adjournment Proposal” means any proposal
to adjourn any meeting of stockholders called for the purpose of voting on the Share Increase Proposal or Voting Standard Proposal. |
| 3.2. | Unless otherwise provided on any applicable proxy or ballot with respect to the voting on the Share Increase Proposal, Voting Standard
Proposal or the Adjournment Proposal, the vote of each share of Series C Preferred Stock (or fraction thereof) entitled to vote on
the Share Increase Proposal, Voting Standard Proposal, the Adjournment Proposal or any other matter brought before any meeting of stockholders
held to vote on the Share Increase Proposal, Voting Standard Proposal and the Adjournment Proposal shall be cast in the same manner as
the vote, if any, of the share of Common Stock (or fraction thereof) in respect of which such share of Series C Preferred Stock (or
fraction thereof) was issued as a dividend is cast on the Share Increase Proposal, Voting Standard Proposal, the Adjournment Proposal
or such other matter, as applicable, and the proxy or ballot with respect to shares of Common Stock held by any holder on whose behalf
such proxy or ballot is submitted will be deemed to include all shares of Series C Preferred Stock (or fraction thereof) held by
such holder. Holders of Series C Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series C
Preferred Stock on the Share Increase Proposal, Voting Standard Proposal, the Adjournment Proposal or any other matter brought before
any meeting of stockholders held to vote on the Share Increase Proposal or the Voting Standard Proposal. |
| 4.1. | The Series C Preferred Stock shall rank senior to the Common Stock as to any distribution of assets upon a liquidation, dissolution
or winding up of the Corporation, whether voluntarily or involuntarily (a “Dissolution”). For the avoidance of any
doubt, but without limiting the foregoing, neither the merger or consolidation of the Corporation with or into any other entity, nor the
sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets shall, in and of itself, be deemed
to constitute a Dissolution. |
| 4.2. | Upon any Dissolution, each holder of outstanding shares of Series C Preferred Stock shall be entitled to be paid out of the assets
of the Corporation available for distribution to stockholders, prior and in preference to any distribution to the holders of Common Stock,
an amount in cash equal to $0.01 per outstanding share of Series C Preferred Stock. |
| 5.1. | All shares of Series C Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote
on the Share Increase Proposal, Voting Standard Proposal and the Adjournment Proposal as of immediately prior to the opening of the polls
at such meeting (the “Initial Redemption Time”) shall automatically be redeemed by the Corporation at the Initial Redemption
Time without further action on the part of the Corporation or the holder thereof (the “Initial Redemption”). |
| 5.2. | Any outstanding shares of Series C Preferred Stock that have not been redeemed pursuant to an Initial Redemption shall be redeemed
in whole, but not in part, (i) if such redemption is ordered by the Board of Directors in its sole discretion, automatically and
effective on such time and date specified by the Board of Directors in its sole discretion or (ii) automatically upon the approval
by the Corporation’s stockholders of the Share Increase Proposal and Voting Standard Proposal at any meeting of stockholders held
for the purpose of voting on such proposals (any such redemption pursuant to this Section 5.2, the “Subsequent Redemption”
and, together with the Initial Redemption, the “Redemptions”). As used herein, the “Subsequent Redemption
Time” shall mean the effective time of the Subsequent Redemption, and the “Redemption Time” shall mean (i) with
respect to the Initial Redemption, the Initial Redemption Time and (ii) with respect to the Subsequent Redemption, the Subsequent
Redemption Time. |
| 5.3. | Each share of Series C Preferred Stock redeemed in any Redemption pursuant to this Section 5 shall be redeemed in consideration
for the right to receive an amount equal to $0.01 in cash for each ten whole shares of Series C Preferred Stock that are “beneficially
owned” by the “beneficial owner” (as such terms are defined below) thereof as of immediately prior to the applicable
Redemption Time and redeemed pursuant to such Redemption, payable upon the applicable Redemption Time; provided, however, that for the
avoidance of doubt, the redemption consideration in respect of the shares of Series C Preferred Stock (or fractions thereof) redeemed
in any Redemption pursuant to this Section 5: (x) shall entitle the former beneficial owners of less than ten whole shares of
Series C Preferred Stock redeemed in any Redemption to no cash payment in respect thereof and (y) shall, in the case of a former
beneficial owner of a number of shares of Series C Preferred Stock (or fractions thereof) redeemed pursuant to any Redemption that
is not equal to a whole number that is a multiple of ten, entitle such beneficial owner to the same cash payment, if any, in respect of
such Redemption as would have been payable in such Redemption to such beneficial owner if the number of shares (or fractions thereof)
beneficially owned by such beneficial owner and redeemed pursuant to such Redemption were rounded down to the nearest whole number that
is a multiple of ten (such, that for example, the former beneficial owner of 25 shares of Series C Preferred Stock redeemed pursuant
to any Redemption shall be entitled to receive the same cash payment in respect of such Redemption as would have been payable to the former
beneficial owner of 20 shares of Series C Preferred Stock redeemed pursuant to such Redemption). As used herein, “Person”
shall mean any individual, firm, corporation, partnership, limited liability company, trust or other entity, and shall include any successor
(by merger or otherwise) to such entity. As used herein, a Person shall be deemed the “beneficial owner” of, and shall
be deemed to “beneficially own,” any securities which such Person is deemed to beneficially own, directly or indirectly,
within the meaning of Rule l3d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. |
| 5.4. | From and after the time at which any shares of Series C Preferred Stock are called for redemption (whether automatically or otherwise)
in accordance with Section 5.1 or Section 5.2, such shares of Series C Preferred Stock shall cease to be outstanding, and
the only right of the former holders of such shares of Series C Preferred Stock, as such, will be to receive the applicable redemption
price, if any. The shares of Series C Preferred Stock redeemed by the Corporation pursuant to this Certificate of Designation shall,
upon such redemption, be automatically retired and restored to the status of authorized but unissued shares of Preferred Stock. Notwithstanding
anything to the contrary herein or otherwise, and for the avoidance of doubt, any shares of Series C Preferred Stock (or fraction
thereof) that have been redeemed pursuant to an Initial Redemption shall not be deemed to be outstanding for the purpose of voting or
determining the number of votes entitled to vote on any matter submitted to stockholders (including the Share Increase Proposal, Voting
Standard Proposal, the Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote on the Share Increase
Proposal or the Voting Standard Proposal) from and after the time of the Initial Redemption. Notice of any meeting of stockholders for
the submission to stockholders of any proposal to approve the Share Increase Proposal or the Voting Standard Proposal shall constitute
notice of a redemption of shares of Series C Preferred Stock pursuant to an Initial Redemption and result in the automatic redemption
of the applicable shares of Series C Preferred Stock (and/or fractions thereof) pursuant to the Initial Redemption at the Initial
Redemption Time pursuant to Section 5.1 hereof. Notice by the Corporation of the stockholders’ approval of the Share Increase
Proposal or the Voting Standard Proposal, whether by press release or by the filing of a Current Report on Form 8-K with the Securities
and Exchange Commission, shall constitute a notice of a redemption of shares of Series C Preferred Stock pursuant to a Subsequent
Redemption and result in the automatic redemption of the applicable shares of Series C Preferred Stock (and/or fractions thereof)
pursuant to the Subsequent Redemption at the Subsequent Redemption Time pursuant to Section 5.2 hereof. In connection with the filing
of this Certificate of Designation, the Corporation has set apart funds for payment for the redemption of all shares of Series C
Preferred Stock pursuant to the Redemptions and shall continue to keep such funds apart for such payment through the payment of the purchase
price for the redemption of all such shares. |
| 6. | Transfer. Shares of Series C Preferred Stock will be uncertificated and represented in book-entry form. No shares of Series C
Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares of Common Stock
held thereby, in which case a number of one one-thousandths (1/1,000ths) of a share of Series C Preferred Stock equal to the number
of shares of Common Stock to be transferred by such holder shall be automatically transferred to the transferee of such shares of Common
Stock. Notice of the foregoing restrictions on transfer shall be given in accordance with Section 151 of the DGCL. |
| 7. | Fractional Shares. The Series C Preferred Stock may be issued in whole shares or in any fraction of a share that is one
one-thousandth (1/1,000th) of a share or any integral multiple of such fraction, which fractions shall entitle the holder, in proportion
to such holder’s fractional shares, to exercise voting rights, participate in distributions upon a Dissolution and have the benefit
of any other rights of holders of Series C Preferred Stock. |
| 8. | Severability. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, then such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof. |
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, Ocugen, Inc.
has caused this Certificate of Designation of Series C Preferred Stock to be duly executed by the undersigned duly authorized officer
as of this 10th day of May, 2024.
| |
OCUGEN, INC. |
| |
|
|
| |
By: |
/s/ Shankar Musunuri |
| |
Name: |
Shankar Musunuri |
| |
Title: |
Chairman, Chief Executive Officer, & Co-Founder |
[Signature Page to the Certificate of
Designation of Series C Preferred Stock]
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Publisher SEC
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| X |
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-Publisher SEC
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-Publisher SEC
-Name Exchange Act
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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| X |
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-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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| Namespace Prefix: |
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