Abeona Therapeutics Inc 8-K, filed Jun 30, 2022
Abeona Therapeutics Inc. (ABEO)
About this 8-K
Abeona Therapeutics Inc filed this 8-K on June 30, 2022.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.03. Material Modification to Rights of Security Holders.
On June 30, 2022, Abeona Therapeutics Inc. (“Abeona” or the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), to effectuate a reverse stock split of the Company’s outstanding common stock, par value $0.01 per share (“Common Stock”), at an exchange ratio of 25-to-1 (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 4:00 p.m. Eastern Time on Friday, July 1, 2022 (the “Effective Time”). The number of authorized shares of Common Stock immediately after the Reverse Stock Split (“New Common Stock”) will remain at 200,000,000 shares.
As a result of the Reverse Stock Split, every 25 shares of Common Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split will be combined and converted into one share of New Common Stock without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share of New Common Stock as a result of the Reverse Stock Split will instead receive an amount in cash equal to such fraction multiplied by the closing sale price of Common Stock on the Nasdaq Capital Market on July 1, 2022, as adjusted for the Reverse Stock Split.
Proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock and warrants outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2015 Equity Incentive Plan, immediately prior to the Effective Time will be reduced proportionately.
The New Common Stock will continue to be traded on the Nasdaq Capital Market under the symbol ABEO and will begin trading on a split-adjusted basis when the market opens on Tuesday, July 5, 2022, under a new CUSIP number, 00289Y206.
The above description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 30, 2022, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference, to effect the Reverse Stock Split and maintain the number of authorized shares of New Common Stock at 200,000,000 shares.
The description of the Certificate of Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation of Abeona Therapeutics Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Abeona Therapeutics Inc. | ||
| (Registrant) | ||
| By: | /s/ Joseph Vazzano | |
| Name: | Joseph Vazzano | |
| Title: | Chief Financial Officer | |
| Date: June 30, 2022 | ||
Exhibit 3.1
Certificate
of Amendment
to
Restated Certificate of Incorporation
of
Abeona Therapeutics Inc.
Abeona Therapeutics Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
| 1. | The name of the Corporation is Abeona Therapeutics Inc. |
| 2. | The Restated Certificate of Incorporation of the Corporation is hereby amended by adding at the end of Article V the following new paragraph: |
“Effective on July 1, 2022, at 4:00 p.m. Eastern Time (the “Effective Time”), each twenty-five (25) shares of the Corporation’s Common Stock, par value $0.01 per share (“Common Stock”), then issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares, an amount in cash equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of our Common Stock on the Nasdaq Capital Markets on the date on which the Effective Time occurs.”
| 3. | The foregoing amendment has been duly adopted by the board of directors of the Corporation and the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon at the special meeting of stockholders of the Corporation held on June 14, 2022 pursuant to Sections 141 and 242 of the DGCL. |
| 4. | This Certificate of Amendment shall be effective on July 1, 2022, at 4:00 p.m. Eastern Time. |
IN WITNESS WHEREOF, Abeona Therapeutics Inc. has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by its duly authorized officer on this 30th day of June, 2022.
| /s/ Vishwas Seshadri | ||
| Vishwas Seshadri | ||
| President and Chief Executive Officer |