BBGI 8-K
Beasley Broadcast Group Inc (BBGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
| 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:
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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. ☐
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 23, 2024, Beasley Broadcast Group, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-20 reverse stock split of the Company’s Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”), effective as of 11:59 p.m. Eastern Time on September 23, 2024 (the “Effective Date”).
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, in lieu of any fractional shares, the Company will pay cash for each holder’s fractional shares in an amount equal to the closing sales price of the Company’s Class A Common Stock as reported on The Nasdaq Capital Market (“Nasdaq”) on the Effective Date.
Following the Effective Date of the Reverse Stock Split, the Company’s Class A Common Stock will continue to be traded under the symbol “BBGI” and will begin trading on a reverse stock split-adjusted basis on Nasdaq at the beginning of trading on September 24, 2024 or as soon thereafter as practicable, under the new CUSIP number 074014 200.
For more information about the Reverse Stock Split, see the Company’s definitive information statement filed with the U.S. Securities and Exchange Commission on September 3, 2024. The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Report, and incorporated by reference into this Item 5.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Beasley Broadcast Group, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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.
| BEASLEY BROADCAST GROUP, INC. | ||||||
| Date: September 23, 2024 | By: | /s/ Marie Tedesco | ||||
| Marie Tedesco | ||||||
| Chief Financial Officer | ||||||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BEASLEY BROADCAST GROUP, INC.
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Beasley Broadcast Group, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to add the following new Section 4.4 immediately following existing Section 4.3 thereof, and the current Section 4.4 will become new Section 4.5:
“Section 4.4 Authorized Stock. As of the effectiveness of the filing of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Reclassification Effective Time”), the shares of Class A Common and Class B Common, issued and outstanding immediately prior to the Reclassification Effective Time or held in the treasury of the Corporation immediately prior to the Reclassification Effective Time shall be automatically reclassified as and combined into a smaller number of shares such that each five (5) to twenty (20) shares of the Corporation’s Class A Common and Class B Common issued and outstanding or held by the Corporation as treasury stock, shall, automatically and without any action on the part of the respective holders thereof, be reclassified and combined into one (1) share of Class A Common and Class B Common, respectively (the “Reverse Stock Split”). The number of shares that shall be reclassified and combined within the five (5) to twenty (20) range pursuant to the Reverse Stock Split shall be determined by the Board of Directors prior to the Reclassification Effective Time and publicly announced by the Corporation. No fractional shares shall be issued in connection with the Reverse Stock Split. If any holder would otherwise be entitled to a fractional share of Class A Common or Class B Common (after aggregating all fractional shares such holder would otherwise be entitled to receive), then such holder shall be entitled to receive cash (without interest) for such holder’s fractional share equal to the product of the closing sales price of the Class A Common as reported on the Nasdaq Capital Market on the date on which the Reclassification Effective Time occurs multiplied by the number of shares of pre-split Common Stock held by the stockholder that would otherwise have been exchanged for such fractional share. Each holder of record of a certificate or certificates representing one or more shares of Class A Common or Class B Common issued and outstanding immediately prior to the Reclassification Effective Time shall be entitled to receive as soon as practicable following the Reclassification Effective Time, upon surrender of such certificate, a certificate or certificates representing the whole number of shares of Class A Common or Class B Common to which such holder shall be entitled pursuant to the Reverse Stock Split as well cash in lieu of any fractional shares otherwise issuable to such holder in connection therewith. Any certificate
representing one or more shares of Class A Common or Class B Common outstanding immediately prior to the Reclassification Effective Time not so surrendered shall, from and after the Reclassification Effective Time, automatically and without the necessity of presenting the same for exchange, be deemed to represent that number of whole shares of Class A Common or Class B Common to which they have been reclassified pursuant to the Reverse Stock Split (as well as the right to receive cash in lieu of any fractional shares otherwise issuable pursuant to the Reverse Stock Split).”
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, with the stockholders acting by consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware.
3. This Certificate of Amendment, and the amendment contemplated hereby, shall be effective on September 23, 2024 at 11:59 p.m. Eastern Time.
[Signature Page Follows]
IN WITNESS WHEREOF, said Beasley Broadcast Group, Inc. has caused this Certificate of Amendment to be signed by its undersigned duly authorized officer on this 17 day of September, 2024.
| BEASLEY BROADCAST GROUP, INC. | ||
| By: | /s/ Caroline Beasley | |
| Name: | Caroline Beasley | |
| Title: | Chief Executive Officer | |