InvenTrust Properties Corp 8-K, filed Apr 28, 2022
InvenTrust Properties Corp. (IVT)
About this 8-K
InvenTrust Properties Corp filed this 8-K on April 28, 2022.
Items reported
- 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, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 28, 2022, InvenTrust Properties Corp. (the “Company”) filed Articles of Amendment to its charter (the “Charter Amendment”) with the Maryland State Department of Assessments and Taxation in order to amend the Company’s charter to decrease the number of authorized shares of common stock, par value $0.001 per share, of the Company from 1,460,000,000 to 146,000,000, in proportion with the one-for-ten reverse stock split of common stock effected by the Company on August 5, 2021. The Charter Amendment became effective upon filing.
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 Current Report on Form 8-K, and incorporated by reference in this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment | |
| 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.
| InvenTrust Properties Corp. | ||||||
| Date: April 28, 2022 | By: | /s/ Christy L. David | ||||
| Name: | Christy L. David | |||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | |||||
Exhibit 3.1
INVENTRUST PROPERTIES CORP.
ARTICLES OF AMENDMENT
InvenTrust Properties Corp., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The first two sentences of Section 5.1 of Article V of the charter of the Company (the “Charter”) are hereby deleted in their entirety and the following are substituted in lieu thereof:
The total number of shares of stock that the Company has authority to issue is 186,000,000 shares of stock, of which 146,000,000 are shares of common stock, par value $0.001 per share (the “Common Stock”), and 40,000,000 are shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $186,000.
SECOND: The total number of shares of stock which the Company had authority to issue immediately prior to the foregoing amendment of the Charter was 1,500,000,000 shares of stock, consisting of 1,460,000,000 shares of common stock, par value $0.001 per share, and 40,000,000 shares of preferred stock, par value $0.001 per share. The aggregate par value of all authorized shares of stock having par value was $1,500,000.
THIRD: The total number of shares of stock which the Company has authority to issue pursuant to the foregoing amendment of the Charter is 186,000,000 shares of stock, consisting of 146,000,000 shares of common stock, par value $0.001 per share, and 40,000,000 shares of preferred stock, par value $0.001 per share. The aggregate par value of all authorized shares of stock having par value is $186,000.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.
FIFTH: The foregoing amendment to the Charter was approved by a majority of the entire Board of Directors of the Company as required by law and was limited to a change expressly authorized to be made without any action by the stockholders of the Company by the Charter and Section 2-105(a)(13) of the MGCL and the Charter.
SIXTH: The undersigned officer of the Company acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
- signature page follows -
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by the undersigned President and attested by its Secretary this 28th day of April, 2022.
| ATTEST: | INVENTRUST PROPERTIES CORP. | |||
| /s/ Christy L. David |
By: | /s/ Daniel J. Busch | ||
| Christy L. David | Daniel J. Busch | |||
| Secretary | President | |||
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