Organigram Global Inc 6-K, filed Jul 6, 2023
Organigram Global Inc. (OGI)
About this 6-K
Organigram Global Inc filed this 6-K on July 6, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of July 2023
Commission File Number: 001-38885
ORGANIGRAM HOLDINGS INC.
(Translation of registrant's name into English)
145 King Street West, Suite 1400
Toronto, Ontario, Canada M5H 1J8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
| 99.1 | News Release dated July 5, 2023 |
| 99.2 | Consolidation Certificate dated July 5, 2023 |
| 99.3 | Letter of Transmittal |
| 99.4 | Articles of Amendment |
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, thereunto duly authorized.
ORGANIGRAM HOLDINGS INC.
/s/ Derrick West
Derrick West
Chief Financial Officer
Date: July 5, 2023
Organigram Announces Completion of Share Consolidation
TORONTO--(BUSINESS WIRE)-July 5, 2023 - Organigram Holdings Inc. ("Organigram" or the "Company") (TSX: OGI; NASDAQ: OGI) announced today that, further to its earlier press releases, it has completed the proposed consolidation of the Company's issued and outstanding common shares at a consolidation ratio of four (4) pre-consolidation common shares for every one (1) post-consolidation common share (the "Share Consolidation").
As of the date hereof, and following the Share Consolidation, there are 80,498,692 common shares issued and outstanding. Immediately prior to the Share Consolidation, the Company had 321,994,768 common shares issued and outstanding. No fractional common shares will be issued in connection with the Share Consolidation and no cash will be paid in lieu of fractional post-consolidation common shares. In the event that a registered shareholder would otherwise be entitled to receive a fractional common shares upon the occurrence of the Share Consolidation, such fraction will be rounded up or down to the nearest whole number.
A letter of transmittal with respect to the Consolidation is being mailed to the Company's registered shareholders only. All registered shareholders with certificated Common Shares will be required to send their share certificate(s) representing pre-consolidation Common Shares, along with a properly executed letter of transmittal, to the Company's transfer agent, TSX Trust, in accordance with the instructions provided in the letter of transmittal for share certificates representing post-consolidation common shares following the Share Consolidation or, alternatively, a Direct Registration System ("DRS") Advice/Statement representing the number of post-consolidation common shares they hold following the Share Consolidation. Registered shareholders may also obtain a copy of the letter of transmittal by accessing the Company's SEDAR profile at www.sedar.com or the Company's EDGAR profile at www.sec.gov. No action is required by beneficial shareholders (i.e. non-registered shareholders) to receive post-consolidation common shares in connection with the Consolidation. Beneficial shareholders who hold their common shares through intermediaries and who have questions regarding how the Share Consolidation will be processed should contact their intermediaries with respect to the Share Consolidation.
It is anticipated that the post-consolidation common shares will commence trading on the Toronto Stock Exchange (the "TSX") and Nasdaq Global Select Market (the "Nasdaq") under the new CUSIP number 68620P705 (CA68620P7056) at market open on July 7, 2023, subject to final confirmation from the TSX and the Nasdaq. The Company's name and current trading symbol (NASDAQ: OGI, TSX: OGI) will remain unchanged following the Consolidation.
As previously described, the Share Consolidation was implemented to ensure the Company continues to comply with Nasdaq listing requirements. On January 23, 2023, the Company received notification from Nasdaq that, as a result of its common share price falling below an average of US$1.00 for a consecutive 30 trading-day period, it is not in compliance with the continued listing standards. The Company expects the Share Consolidation to restore compliance with the Nasdaq's continued listing standards, and to continue to provide access to a broad universe of investors, access to equity capital and trading liquidity. In addition, the Share Consolidation may also provide the potential benefits of (i) enhancing the marketability of the common shares given that an increase in the price per common share could increase the interest of institutional and other investors with policies that prohibit them from purchasing shares below a minimum price, and (ii) reducing volatility as a result of small changes in the share price of the common shares.
About Organigram Holdings Inc.
Organigram Holdings Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly-owned subsidiaries include: Organigram Inc. and Laurentian Organic Inc., licensed producers of cannabis and cannabis-derived products in Canada, and The Edibles and Infusions Corporation, a licensed manufacturer of cannabis-infused soft chews in Canada.
Organigram is focused on producing high-quality, cannabis for patients and adult recreational consumers, as well as developing international business partnerships to extend the Company's global footprint. Organigram has also developed and acquired a portfolio of legal adult-use recreational cannabis brands, including Edison, Holy Mountain, Big Bag O' Buds, SHRED, SHRED'ems, Monjour, Laurentian, Tremblant Cannabis and Trailblazer. Organigram operates facilities in Moncton, New Brunswick and Lac-Supérieur, Quebec, with a dedicated edibles manufacturing facility in Winnipeg, Manitoba. The Company is regulated by the Cannabis Act and the Cannabis Regulations (Canada).
This news release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words and phrases or state that certain actions, events, or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of Organigram to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information include factors and risks as disclosed in the Company's most recent annual information form, management's discussion and analysis and other Company documents filed from time to time on SEDAR (see www.sedar.com) and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
For media enquiries:
Megan McCrae
SVP, Marketing & Communications
megan.mccrae@organigram.ca
For investor enquiries:
investors@organigram.ca
Source: Organigram Holdings Inc.
ORGANIGRAM HOLDINGS INC.
CERTIFICATE OF CONSOLIDATION AND ADJUSTMENT UNDER WARRANT
INDENTURE
TO: TSX Trust Company
| RE: Warrants issued November 12, 2020 and expiring November 12, 2023 |
Reference is made to the warrant indenture dated as of November 12, 2020 (the "Warrant Indenture") between Organigram Holdings Inc. (the "Corporation") and TSX Trust Company ("TSXT") pursuant to which up to 18,687,500 common share purchase warrants of the Corporation ("Warrants" and each, a "Warrant") may be issued. Capitalized terms contained in this certificate have the same meanings given to such terms in the Warrant Indenture.
Pursuant to Section 4.6 of the Warrant Indenture, the Corporation hereby gives notice to TSXT that the Corporation intends to complete a consolidation of the Common Shares of the Corporation (the "Consolidation") on the basis that four pre-consolidation shares shall form one post-consolidation share. The Consolidation shall be effective as of July 5, 2023 (the "Effective Date").
Pursuant to Section 4.1 of the Warrant Indenture upon the Consolidation becoming effective, the Exercise Price shall be adjusted as of the Effective Date to $10.00 per whole Common Share (being an increase in proportion to the number of outstanding Common Shares resulting from the Consolidation) (the "Adjusted Exercise Price") as follows:
| Adjusted Exercise Price | = Exercise Price | X |
Number of Common Shares Outstanding before Consolidation Number of Common Shares Outstanding after Consolidation |
| = CDN$2.50 | X |
321,994,768 80,498,692 |
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| = CDN$10.00 |
Pursuant to Section 4.1 of the Warrant Indenture, the number of Common Shares purchasable upon the exercise of each Warrant shall be 0.25 (being an amount determined by multiplying the number of Common Shares theretofore obtainable on the exercise of a Warrant by a fraction of which the numerator is the Exercise Price in effect immediately prior to the Consolidation and the denominator is the Exercise Price resulting from the Consolidation) (the "Adjusted Number of Common Shares Issuable") as follows:
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Adjusted Number of Common |
= Number of Common Shares Issuable X |
Exercise Price Adjusted Exercise Price |
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= 1 Common Share X |
CDN$2.50 CDN$10.00 |
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= 0.25 of a Common Share |
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Pursuant to Section 3.7 of the Warrant Indenture, no fractional Common Shares shall be issued in connection with the Consolidation and, in the event that the Consolidation produces a fractional Common Share, the number of Common Shares shall be rounded down to the nearest whole number. No consideration or compensation will be paid or issued in respect of fractional Common Shares that are cancelled as a result of the Consolidation.
TSXT shall be authorized to rely on this certificate and directed to comply with the directions provided herein and the delivery of this certificate shall be TSXT's authority for doing so.
2
DATED July 5, 2023.
| ORGANIGRAM HOLDINGS INC. | ||
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/s/ Beena Goldenberg |
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| Name: | Beena Goldenberg | |
| Title: | Chief Executive Officer | |
The instructions accompanying this Letter of Transmittal should be read carefully before completing this Letter of Transmittal. TSX Trust Company (the "Depositary") (see below for address and telephone number) or your broker or other financial advisor will be able to assist you in completing this Letter of Transmittal.
LETTER OF TRANSMITTAL
WITH RESPECT TO THE COMMON SHARES OF
ORGANIGRAM HOLDINGS INC.
This Letter of Transmittal is for use by registered holders ("Shareholders") of pre-consolidated common shares of Organigram Holdings Inc. (the "Company") to exchange for share certificates representing post-consolidation common shares of the Company on the basis of one (1) post-consolidated common share ("New Company Shares") for every four (4) pre-consolidated common shares ("Old Company Shares").
In order for the Shareholders to receive New Company Shares for their Old Company Shares, Shareholders are required to deposit the certificates representing the Old Company Shares held by them with the Depositary together with this Letter of Transmittal, properly completed and duly executed.
No fractional common shares will be issued in connection with the consolidation, and the number of New Company Shares to be received by a Shareholder will be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of New Company Shares that such Shareholder would otherwise be entitled to receive upon the implementation of the consolidation.
Please read the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Company common shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2(f).
The undersigned hereby delivers to the Depositary the following share certificates representing Old Company Shares which the undersigned has full power and authority to deposit, sell, assign, and transfer:
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Name in which Registered |
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Certificate Number(s) |
Old Company Shares |
(Please fill in exactly as name(s) |
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Represented by Certificate |
appear(s) on certificate(s)) |
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NOTE: If the space provided is insufficient, details may be listed on a separate schedule to this Letter of Transmittal.
The undersigned hereby represents and warrants that:
(a) the undersigned has full power and authority to deposit, sell, assign and transfer the Old Company Shares being deposited and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such deposited Old Company Shares, or any interest therein, to any other person;
(b) the undersigned, or the person on whose behalf the Old Company Shares are being deposited, has good title to and is the beneficial owner of the Old Company Shares being deposited, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others;
(c) the undersigned has the full power and authority to execute and deliver this Letter of Transmittal and all information inserted into this Letter of Transmittal by the undersigned is complete and accurate; and
(d) the delivery of Old Company Shares by the undersigned under this Letter of Transmittal does not violate any laws applicable to the undersigned.
The undersigned hereby covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the deposit of the Old Company Shares.
Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
A. NAME AND NUMBER OF CERTIFICATES FOR NEW COMPANY SHARES:
The undersigned authorizes and directs the Depositary to issue a certificate for New Company Shares to which the undersigned is entitled as indicated below and to mail such certificate to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by the Transfer Agent.
Certificate(s) representing New Company Shares are to be issued as follows:
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Number of New Company Shares |
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B. DELIVERY Mail or make available for delivery certificate(s) representing New Company Shares as follows: Name: _______________________________________________________ Address: _____________________________________________________ _____________________________________________________________ Postal (Zip) Code: ______________________________________________ Make available for pick-up at the office of TSX Trust Company, against a counter receipt, by: Name:_______________________________________________________ Address:_____________________________________________________ ___________________________________________________________ Telephone #:__________________________________________________ |
C. IMPORTANT: This box must be completed fully if the name in which any New Company Share is to be issued differs from the name of the registered holder appearing on the existing certificate(s). Date:_________________________________________________________ Signature:_____________________________________________________ Name:________________________________________________________ Address: _____________________________________________________ _____________________________________________________________ Postal (Zip) Code:______________________________________________ Signature Guaranteed by: _____________________________________________________________ |
| Date: _____________________________________________________ | _____________________________________________________________ |
| Signature of Shareholder |
NOTE: The instructions on the following pages should be read carefully before completing this Letter of Transmittal. The Depositary (see below for address and telephone number) or your broker or other financial advisor will be able to assist you in completing this Letter of Transmittal.
INSTRUCTIONS
1. Use of Letter of Transmittal
(a) This Letter of Transmittal duly completed and signed (or an originally signed facsimile copy thereof) together with accompanying certificates representing the Old Company Shares and all other required documents must be sent or delivered to the Depositary at the address specified below.
(b) The method used to deliver this Letter of Transmittal and any accompanying certificates representing Old Company Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. It is recommended that the necessary documentation be hand delivered to the Depositary at the address specified below, and a receipt obtained therefore; otherwise the use of registered mail with return receipt requested, and with proper insurance obtained, is recommended. Shareholders whose Old Company Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in delivering those Old Company Shares. Delivery to an office other than to the specified office does not constitute delivery for this purpose.
(c) Each registered holder of Old Company Shares must fill in the delivery instructions in Part B and sign and date this Letter of Transmittal. If Part B is not completed, the certificate(s) representing New Company Shares will be mailed to the shareholder's address recorded on the books of the Transfer Agent.
(d) Company reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.
2. Signatures
(a) Share certificate(s) registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed need not be endorsed or accompanied by any share transfer power of attorney.
(b) If no change in the name of the registered holder appearing on the existing Old Company Share certificate(s) is desired but more than one new certificate is to be issued in that name, a holder should also fill out Part A of this Letter of Transmittal. Any holder who does not fill out Part A will receive one New Company Share certificate for each Old Company Share certificate delivered herewith. No charge will be made for one new replacement certificate but where more than one certificate is requested a charge of $6.00 (plus H.S.T.) will be levied for each additional certificate.
(c) Share certificate(s) not registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed must be endorsed by the registered holder thereof or deposited together with share transfer power of attorney properly completed by the registered holder. Such signature must be guaranteed by an "Eligible Institution" or in some other manner satisfactory to the Depositary.
An "Eligible Institution" means a Canadian schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.
(d) A registered holder of Old Company Shares who wishes to have the certificate(s) representing New Company Shares registered in the name of a person other than the registered holder must fill in Part C as well as Parts A and B of the Letter of Transmittal and must endorse the existing Old Company Share certificate(s) delivered with the Letter of Transmittal. The signature of the registered holder must correspond in every respect with the name appearing on the face of the certificate(s). Such signature must be guaranteed by an Eligible Institution.
(e) Where the Letter of Transmittal is executed on behalf of a corporation, partnership or association or by an agent, executor, administrator, trustee, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by evidence of the representative's authority to act satisfactory to the Depositary.
(f) If any of the surrendered Old Company Shares are registered in different names or different forms on several certificates (e.g. ''John Doe'' and ''J. Doe''), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Old Company Shares.
3. Lost Share Certificates
If a share certificate has been lost, stolen or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded to the Depositary together with a letter stating the loss, theft or destruction. The Depositary will respond with the replacement requirements, which must be properly completed and returned prior to affecting the exchange.
4. Miscellaneous
(a) If the space on this Letter of Transmittal is insufficient to list all certificates for Old Company Shares, additional certificate numbers and numbers of shares may be included on a separate signed list affixed to this Letter of Transmittal.
(b) No alternative, conditional or contingent deposits of Old Company Shares will be accepted.
(c) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(d) Additional copies of the Letter of Transmittal may be obtained from the Depositary at the office listed on the following page.
The Depositary is:
TSX TRUST COMPANY
By Regular Mail, Registered Mail, Hand or Courier
301 - 100 Adelaide Street West
Toronto, Ontario
M5H 4H1
Attention: Corporate Actions
Telephone: (416) 342-1091
Facsimile: (416) 361-0470
Email: TMXEInvestorServices@tmx.com
Any questions and requests for assistance may be directed by
Shareholders to the Depositary at the telephone number, email address
or location set out above.
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Certificate of Amendment |
Certificat de modification Loi canadienne surles sociétés par actions |
| Organigram Holdings Inc. |
| Corporate name / Dénomination sociale |
| 969981-3 |
| Corporation number / Numéro de société |
| I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment. | JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l'article 178 de la Loi canadienne sur les sociétés par actions, tel qu'il est indiqué dans les clauses modificatrices ci-jointes. |
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| Hantz Prosper |
| Director / Directeur |
| 2023-07-05 |
| Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ) |
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Form 4 |
Formulaire 4 |
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Articles of Amendment |
Clauses modificatrices |
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Canada Business Corporations Act |
Loi canadienne sur les sociétés par |
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(CBCA) (s. 27 or 177) |
actions (LCSA) (art. 27 ou 177) |
| 1 | Corporate name | |
| Dénomination sociale | ||
| Organigram Holdings Inc. | ||
| 2 | Corporation number | |
| Numéro de la société | ||
| 9699813 | ||
| 3 |
The articles are amended as follows |
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| Les statuts sont modifiés de la façon suivante | ||
| See attached schedule / Voir l'annexe ci-jointe | ||
| 4 | Declaration: I certify that I am a director or an officer of the corporation. | |
| Déclaration : J'atteste que je suis un administrateur ou un dirigeant de la société. |
| /s/ Beena Goldenberg | |
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Beena Goldenberg *** |
Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250
(1) of the CBCA).
Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d'une amende maximale de 5 000 $ et d'un emprisonnement maximal de six mois, ou l'une de ces peines (paragraphe 250(1) de la LCSA).
You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.
Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.
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IC 3069 (2008/04) |
Schedule / Annexe
Amendment Schedules / Annexes - Modification
The articles of the Corporation be amended as follows:
1. To delete in their entirety the Preferred Shares, of which there are none issued and outstanding, from the authorized capital of the Corporation;
2. To confirm, after giving effect to the foregoing, the authorized capital of the Corporation, shall consist of an unlimited number of Common Shares;
3. The share capital of the Corporation is altered (the "Consolidation") by consolidating all of the currently issued and outstanding common shares of the Corporation ("Existing Common Shares") on the basis that four (4) Existing Common Shares shall form one (1) post-consolidation common share (each a "Consolidated Common Share" and collectively the "Consolidated Common Shares").
4. In the event that the Consolidation would otherwise result in the issuance to any shareholder of a fractional Consolidated Common Share, no fractional Consolidated Common Share shall be issued and the number of Consolidated Common Shares issuable to such shareholder shall be (i) rounded down to the nearest whole number if the fraction is less than one-half (0.5) of a Consolidated Common Share, or (ii) rounded up to the nearest whole number if the fraction is one-half (0.5) or greater.