Parks America, Inc 8-K, filed Apr 30, 2025
Parks America, Inc (PRKA)
About this 8-K
Parks America, Inc filed this 8-K on April 30, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- 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
| Date of Report (Date of earliest event reported) | Commission File Number |
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
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(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCPink |
Item 3.03. Material Modification to Rights of Security Holders.
On April 10, 2025, Parks! America, Inc., a Nevada corporation (the “Company”), filed a certificate of amendment to the Company’s articles of incorporation (the “Charter”) with the Secretary of State of the State of Nevada (the “First Certificate of Amendment”) to effect a 1-for-500 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”), followed immediately by the filing of a certificate of amendment to the Charter with the Secretary of State of the State of Nevada (the “Second Certificate of Amendment,” and, together with the First Certificate of Amendment, the “Certificates of Amendment”) to effect a 5-for-1 forward stock split of the Company Common Stock (the “Forward Stock Split,” and, together with the Reverse Stock Split, the “Reverse/Forward Stock Split”). At the Company’s annual meeting of stockholders held on March 7, 2025, the stockholders of the Company approved the filings of the Certificates of Amendment to effect the Reverse/Forward Stock Split.
No fractional shares will be issued in connection with the Reverse/Forward Stock Split. Instead, the Company will pay cash (without interest) to any stockholder who would be entitled to receive a fractional share as a result of the Reverse/Forward Stock Split:
(i) stockholders who hold fewer than 500 shares immediately prior to the Reverse Stock Split shall be paid in cash (without interest) an amount equal to such number of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the Effective Date of the Reverse Stock Split (the “Reverse Split Payment”); and
(ii) any remaining stockholders who would have been entitled to receive fractions of a share as a result of the Reverse/Forward Stock Split shall be paid in cash (without interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the Company Common Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the effective date of the Reverse/Forward Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse/Forward Stock Split) (the “Forward Split Payment”, and, together with the Reverse Split Payment, the “Payments”).
The Reverse/Forward Stock Split will be effective on April 30, 2025, with the Secretary of State of the State of Nevada, and the Company intends for its Common Stock to begin trading on a Reverse/Forward Stock Split-adjusted basis when the market opens on May 1, 2025. The trading symbol for the Company Common Stock will be “PRKAD” for 20 trading days, including the effective date, after which it will revert to “PRKA”.
The Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent and paying agent for the Reverse/Forward Stock Split.
The summary of the Certificates of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificates of Amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2 and are incorporated herein by reference.
Item 8.01 Other Events.
On April 30, 2025, the Company issued a press release announcing the Reverse/Forward Stock Split, expected to take effect on May 1, 2025. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description of Exhibit | |
| 3.1 | Certificate of Amendment to the Articles of Incorporation of Parks! America, Inc., filed with the Secretary of State of the State of Nevada on April 10, 2025 (effecting the Reverse Stock Split as of April 30, 2025) | |
| 3.2 | Certificate of Amendment to the Articles of Incorporation of Parks! America, Inc., filed with the Secretary of State of the State of Nevada on April 10, 2025 (effecting the Forward Stock Split as of April 30, 2025) | |
| 99.1 | News release issued by Parks! America, Inc. on April 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
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.
Date: April 30, 2025
| PARKS! AMERICA, INC. | ||
| By: | /s/ Rebecca S. McGraw | |
| Name: | Rebecca S. McGraw | |
| Title: | Chief Financial Officer | |
| 3 |
Exhibit 3.1
Exhibit 3.2
Exhibit 99.1
Parks! America, Inc. Announces Reverse/Forward Stock Split
PINE MOUNTAIN, Georgia, April 30, 2025 — Parks! America, Inc. (OTCPink: PRKA), today announced that, it will effect a 1-for-500 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, followed immediately by a 5-for-1 forward stock split of the shares of the Company’s common stock (the “Forward Stock Split,” and, together with the Reverse Stock Split, the “Reverse/Forward Stock Split”), effective on April 30, 2025, at 5:00 p.m. Eastern Time and 5:01 p.m. Eastern Time, respectively.
Beginning with the opening of trading on Thursday, May 1, 2025, the Company’s common stock will trade on the OTCPink on a post-split basis under the symbol “PRKAD” for 20 trading days, including the effective date, after which it will revert to “PRKA”. The new CUSIP number for the Company’s common stock following the Reverse/Forward Stock Split will be 701455206. Following the Reverse/Forward Stock Split, the Company’s common stock of 75,726,851 issued and outstanding shares will amount to approximately 754,045 shares.
Effect of the Reverse/Forward Stock Split on the Company’s Stockholders
No fractional shares will be issued in connection with the Reverse/Forward Stock Split. Instead, the Company will pay cash (without interest) to any stockholder who would be entitled to receive a fractional share as a result of the Reverse/Forward Stock Split:
Stockholders who hold fewer than 500 shares immediately prior to the Reverse Stock Split shall be paid in cash (without interest) an amount equal to such number of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the Effective Date of the Reverse Stock Split (the “Reverse Split Payment”); and
Any remaining stockholders who would have been entitled to receive fractions of a share as a result of the Reverse/Forward Stock Split shall be paid in cash (without interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the Company Common Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the effective date of the Reverse/Forward Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse/Forward Stock Split) (the “Forward Split Payment”, and, together with the Reverse Split Payment, the “Payments”).
The Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent and paying agent for the Reverse/Forward Stock Split. Stockholders holding their shares in book-entry form or in “street name” through a bank, broker, or other nominee do not need to take any action to receive their cash payments. Registered stockholders who hold shares in stock certificate form will receive a transmittal letter from Securities Transfer Corporation and will receive cash payments only when the stockholder surrenders the outstanding certificate, together with a completed and executed copy of the letter of transmittal.
Background and Purpose of the Reverse/Forward Stock Split
On March 7, 2025, at the Company’s annual meeting of stockholders, the stockholders of the Company approved the filings of the Certificates of Amendment to effect the Reverse/Forward Stock Split. On April 1, 2025, the Board of Directors approved to effect the Reverse/Forward Stock Split. On April 10, 2025, the Company filed the Certificates of Amendment with the Secretary of State of the State of Nevada.
The immediate goal of the Reverse/Forward Stock Split is to reduce excessive administrative costs associated with having a disproportionately large number of stockholders who own relatively few shares.
About Parks! America, Inc.
Parks! America, Inc. (OTCPink: PRKA), through our wholly owned subsidiaries, owns and operates three regional safari parks and is in the business of acquiring, developing and operating local and regional entertainment assets in the United States.
Additional information, including our Annual Report on Form 10-K for the fiscal year ended September 29, 2024, is available on the Company’s website, animalsafari.com/investor-relations.
Cautionary Note Regarding Forward Looking Statements
This news release may contain “forward-looking statements” within the meaning of U.S. securities laws. Forward-looking statements include statements concerning our future plans, business strategy, liquidity, capital expenditures, sources of revenue and other similar statements that are not historical in nature. You are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this news release and speak only as of the date hereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ significantly from those expressed or implied by such forward-looking statements. Readers are advised to consider the factors listed under the heading “Risk Factors” and the other information contained in the Company’s Annual Report on Form 10-K and other reports filed from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Contact:
Ralph Molina
Head of Investor Relations and Corporate Strategy
(706) 940-2209