Current Report Filing (8-k)
November 21 2022 - 08:47AM
Edgar (US Regulatory)
0001653247False12/3100016532472022-11-212022-11-2100016532472021-01-012021-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 21,
2022 (November 18, 2022)
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WAITR HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
_______________________________________
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Delaware |
001-37788 |
26-3828008 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) |
(IRS Employer
Identification No.)
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214 Jefferson Street, Suite
200
Lafayette, Louisiana
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70501 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(337) 534-6881
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
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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 Instructions
A.2. below):
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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)) |
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, Par Value $0.0001 Per Share |
WTRH |
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 o
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. o
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 Current Report on Form 8-K is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As previously disclosed, on October 20, 2022, Waitr Holdings Inc.
(the “Company”) reconvened a special meeting of stockholders (the
“Special Meeting”).
At the Special Meeting, the Company’s stockholders approved the
following proposal: to approve an amendment to the Company’s
Certificate of Incorporation to effect a reverse stock split of
Company common stock at a ratio between one-for-five (1:5) and
one-for-twenty (1:20), without reducing the authorized number of
shares of Company common stock, if and when determined by the
Company’s board of directors (the “Board”)
in its sole discretion.
On November 2, 2022, the Board adopted resolutions approving the
reverse stock split at a reverse stock split ratio of 1:20 (the
“Reverse Stock Split”) and authorized the Company to file a
Certificate of Amendment (the “Certificate of Amendment”) with the
Secretary of State of the State of Delaware to amend the Company’s
Third Amended and Restated Certificate of Incorporation, as
amended, to effect the Reverse Stock Split on or prior to the time
of effectiveness.
The Certificate of Amendment was filed by the Company on November
18, 2022 and the Reverse Stock Split will become effective as of
11:59 pm Eastern Time on November 21, 2022.
As a result of the Reverse Stock Split, every twenty (20) shares of
the Company’s common stock issued and outstanding immediately prior
to the Reverse Stock Split will be reduced to a smaller number of
shares, such that every 20 shares of common stock held by a
stockholder immediately prior to the Reverse Stock Split will be
combined and reclassified into one share of common
stock.
No fractional shares will be issued in connection with the Reverse
Stock Split. In lieu thereof, the transfer agent, as agent for the
stockholders, will aggregate all fractional shares otherwise
issuable to the holders of record of common stock and arrange for
the sale of all fractional interests as soon as practicable after
the Effective Time on the basis of the prevailing market prices of
the common stock at the time of the sale. After such sale, the
transfer agent will pay to such holders of record their pro rata
share of the total net proceeds derived from the sale of the
fractional interests.
Trading of the Company’s common stock on the Nasdaq Capital Market
is expected to continue on a split-adjusted basis as of the opening
of trading hours on November 22, 2022. The new CUSIP number
following the Reverse Stock Split is 930752 209. The foregoing
description of the Certificate of Amendment is qualified in its
entirety by reference to the Certificate of Amendment, which is
filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 8.01 Other Events.
In connection with the Company’s previously announced rebranding,
the Company’s common stock will begin trading on the Nasdaq Capital
Market under the new trading symbol “ASAP” effective as of the
opening of trading hours of November 22, 2022 (the “Trading Symbol
Change”).
The Trading Symbol Change does not affect the rights of the
Company’s security holders. The common stock will continue to be
traded on Nasdaq Capital Market under the new trading symbol
“ASAP”.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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3.1 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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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WAITR HOLDINGS INC. |
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Date: November 21, 2022 |
By: |
/s/ Thomas C. Pritchard |
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Name: Thomas C. Pritchard |
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Title: General Counsel |
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