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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|
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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. ¨
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 17, 2025, the Stockholder Rights Agreement, dated as of March 17, 2023, as amended, by and between WisdomTree, Inc. (the “Company”) and Continental Stock Transfer and Trust Company, as rights agent (the “Rights Agreement”), expired by its terms and the associated preferred stock purchase rights to purchase shares of Series B Junior Participating Cumulative Preferred Stock of the Company (the “Series B Preferred Stock”) expired.
Following the expiration of the Rights Agreement, on March 18, 2025, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware, eliminating from the Charter all references to the Series B Preferred Stock set forth in the Company’s Certificate of Designations with respect to its Series B Preferred Stock. No shares of Series B Preferred Stock were outstanding at the time the Certification of Elimination was filed. The Certificate of Elimination became effective on March 18, 2025.
The foregoing summary of the Certificate of Elimination is qualified in its entirety by the full text of the Certificate of Elimination, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Elimination of Series B Junior Participating Cumulative Preferred Stock of WisdomTree, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| WisdomTree, Inc. | |||
| Date: March 18, 2025 | By: | /s/ Bryan Edmiston | |
| Bryan Edmiston | |||
| Chief Financial Officer | |||
EXHIBIT 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES B JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK
OF
WISDOMTREE, INC.
(Pursuant to Section 151(g)
of the General Corporation Law of the State of Delaware)
WisdomTree, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: that the Certificate of Designations of Series B Junior Participating Cumulative Preferred Stock of the Corporation establishing 40,000 shares of the Series B Junior Participating Cumulative Preferred Stock of the Corporation was originally filed in the office of the Secretary of State of the State of Delaware on March 17, 2023 (the “Certificate of Designations”).
SECOND: that no shares of said Series B Junior Participating Cumulative Preferred Stock of the Corporation are outstanding and no shares thereof will be issued subject to said Certificate of Designations.
THIRD: that the Board of Directors of the Corporation (the “Board”) on March 9, 2025 duly adopted the following resolution approving, authorizing and directing the elimination of the Series B Junior Participating Cumulative Preferred Stock of the Corporation:
RESOLVED, that, effective upon the expiration of the Stockholder Rights Agreement, dated March 17, 2023, as amended, by and between the Corporation and Continental Stock Transfer & Trust Company, as Rights Agent, each of the Authorized Officers be, and hereby is, authorized and directed to execute and file with the Secretary of State of the State of Delaware a certificate pursuant to Sections 103 and 151(g) of the DGCL substantially in the form presented to the Board (the “Certificate of Elimination”) setting forth these resolutions in order to eliminate from the Charter all matters set forth in the Certificate of Designations and all such other documents, supplements, exhibits and further information with respect thereto, in such form and with respect to such matters as the Authorized Officers (individually or by power of attorney) may deem necessary or desirable;
FOURTH: that in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the certificate of incorporation of the Corporation is hereby amended to eliminate all reference to the Series B Junior Participating Cumulative Preferred Stock of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officer on this 18th day of March 2025.
| WISDOMTREE, INC. | |||
|
By: |
/s/Marci Frankenthaler | ||
|
Name: |
Marci Frankenthaler | ||
|
Title: |
Chief Legal Officer and Secretary | ||
[Signature Page to Certificate of Elimination]