FORUM MARKETS Inc 8-K, filed Apr 8, 2020
FORUM MARKETS Inc (FRMM)
About this 8-K
FORUM MARKETS Inc filed this 8-K on April 8, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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): April 8, 2020
KBL MERGER CORP. IV
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38105 | 81-3832378 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
30 Park Place, Suite 45E New York, NY |
10007 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 502-2727
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | 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)) |
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. ☐
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, par value $0.0001 per share | KBLM | The NASDAQ Stock Market LLC | ||
| Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $5.75 per half share | KBLMW | The NASDAQ Stock Market LLC | ||
| Rights, exchangeable into one-tenth of one share of Common Stock | KBLMR | The NASDAQ Stock Market LLC | ||
| Units, each consisting of one share of Common Stock, one Warrant and one Right | KBLMU | The NASDAQ Stock Market LLC |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 8, 2020, in connection with the Meeting (defined below), KBL Merger Corp. IV (the “Company”) filed with the Secretary of State of the State of Delaware an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 8, 2020, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Charter extending the date by which the Company must consummate its initial business combination and the date for cessation of operations of the Company if the Company has not completed an initial business combination from April 9, 2020 to July 9, 2020 or such earlier date as determined by the Board of Directors of the Company (the “Extension Amendment Proposal”).
Set forth below are the final voting results for the Extension Amendment Proposal:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 4,016,001 | 100 | 132,235 | 0 |
Stockholders holding 67,665 public shares exercised their right to redeem such public shares into a pro rata portion of the Trust Account. As a result, an aggregate of approximately $728,884 will be removed from the Company’s trust account to pay such holders. Following such redemptions, a total of approximately $11,273,945 will remain in the Company’s trust account.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Fourth Amendment to the Amended and Restated Certificate of Incorporation. |
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.
Dated: April 8, 2020
| KBL MERGER CORP. IV | ||
| By: | /s/ Marlene Krauss, M.D. | |
| Name: Marlene Krauss, M.D. | ||
| Title: Chief Executive Officer | ||
3
Exhibit 3.1
FOURTH AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KBL MERGER CORP. IV
Pursuant to Section 242 of the
Delaware General Corporation Law
1. The undersigned, being a duly authorized officer of KBL MERGER CORP. IV (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
2. The name of the Corporation is KBL Merger Corp. IV.
3. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 7, 2016, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 2, 2017. Amendments No. 1, No. 2 and No. 3 to the Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 7, 2019, June 5, 2019, and December 6, 2019, respectively.
4. This Fourth Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
5. This Fourth Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 the General Corporation Law of the State of Delaware (the “DGCL”).
6. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:
| (b) | Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on April 26, 2017, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by July 9, 2020 and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-Business Combination activity (as described in Section 9.7), with it being understood that funds held in the Trust Account may be released to fund the first to occur of such transactions. Holders of shares of the Corporation’s Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of KBL Sponsor LLC (the “Sponsor”) or officers or directors of the Corporation) are referred to herein as “Public Stockholders.” |
7. The text of Section 9.2(d) is hereby amended and restated to read in full as follows:
| (d) | In the event that the Corporation has not consummated a Business Combination by July 9, 2020, the Corporation shall (i) cease all operations except for the sole purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem the Offering Shares at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. |
IN WITNESS WHEREOF, I have signed this Fourth Amendment to the Amended and Restated Certificate of Incorporation this 8th day of April, 2020.
| KBL MERGER CORP. IV | |||
| By: | /s/ Marlene Krauss, M.D. | ||
| Name: | Marlene Krauss, M.D. | ||
| Title: | Chief Executive Officer | ||