Big Digital Energy, Inc 8-K, filed Aug 16, 2021
Big Digital Energy, Inc. (BGDE)
About this 8-K
Big Digital Energy, Inc filed this 8-K on August 16, 2021, reporting on events of August 11, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 11, 2021, Mawson Infrastructure Group Inc. (the “Company”) filed a certificate of amendment to its certificate of incorporation with the Delaware Secretary of State to (i) effectuate a 1-for-10 reverse stock split of its outstanding common stock and (ii) reduce its authorized common stock to 120,000,000 shares. The certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K. Prior to the reverse split, 585,523,369 shares of common stock were issued and outstanding. After the reverse split, 58,552,512 shares of common stock will be issued and outstanding (after adjustment for, and subject to further adjustment for, settlement of fractional shares that will be rounded up to the nearest whole share). The certificate of amendment for the reverse split and reduction in authorized common stock was approved by our shareholders pursuant to a written consent solicitation and reported on our Current Report on Form 8-K dated July 26, 2021 and filed with the SEC on July 30, 2021. In addition to reducing the shares of common stock outstanding, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options, warrants and unit purchase options and conversion of convertible notes outstanding immediately prior to the reverse stock split, with a proportional increase in the respective exercise/conversion prices.
Item 8.01 Other Events
On August 12, 2021, we received notice from FINRA/OTC Corporate Actions that the reverse stock split described above under Item 5.03 will take effect at the open of business on Friday August 13, 2021. A "D" will be placed on the Mawson Infrastructure Group ticker symbol, MIGI, for 20 business days to alert the public of the split. The trading symbol for the Company’s common stock will remain “MIGI.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 57778N208.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Mawson cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Mawson’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, the failure to receive delivery of miners when expected. More detailed information about the risks and uncertainties affecting Mawson is contained under the heading “Risk Factors” included in Mawson’s Annual Report on Form 10-K filed with the SEC on March 1, 2021, Mawson’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021, and in other filings that Mawson has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Mawson undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
Item 9.01 Financial Statements and Exhibits.
| 3.1 | Certificate of Amendment to Certificate of Incorporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: August 13, 2021 | By: | /s/ James Manning |
| James Manning | ||
| Chief Executive Officer | ||
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
MAWSON INFRASTRUCTURE GROUP INC.
Mawson Infrastructure Group Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:
| 1. | The Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the amendment to the Certificate of Incorporation described herein, and the Corporation’s stockholders duly adopted such amendment, all in accordance with the provisions of Section 242 of the DGCL. |
| 2. | Section 3.1(i) of Article III of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety such that, as amended, said section shall read in its entirety as follows: |
| “(i) The total number of shares of stock which the Corporation shall have authority to issue is 120,000,000 shares of common stock, par value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001 per share.” |
| 3. | Article III of the Certificate of Incorporation is hereby amended by adding the following paragraph to succeed the first paragraph of such article: |
Without regard to any other provision of this certificate of incorporation, each ten (10) shares of Common Stock issued and outstanding, immediately prior to the time this amendment becomes effective shall be and hereby are automatically reclassified and changed (without any further act) into one (1) fully-paid and nonassessable share of Common Stock, provided that in the event a stockholder would otherwise be entitled to a fraction of a share pursuant to the provisions of this paragraph four of Article III, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 11th day of _August, 2021.
| MAWSON INFRASTRUCTURE GROUP INC. | ||
| By: | ||
| James Manning, Chief Executive Officer | ||