Widepoint Corp 8-K, filed Oct 29, 2020
Widepoint Corp (WYY)
8-K
2020-10-29
For: 2020-10-23
View Original
Added on
April 06, 2026
About this 8-K
Widepoint Corp filed this 8-K on October 29, 2020, reporting on events of October 23, 2020.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- 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): October 23,
2020
_________________
WIDEPOINT CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33035
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52-2040275
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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11250 Waples Mill Road, South Tower 210, Fairfax,
Virginia
(Address
of Principal Executive Office)
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22030
(Zip
Code)
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Registrant’s
telephone number, including area code: (703) 349-2577
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______________________________________________________________________________
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(b) of the
Act:
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Title of Each Class
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Trading Symbol
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Name of Exchange on Which Registered
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Common Stock, $0.001 par value per share
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WYY
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NYSE
American
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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.
To the
extent required by Item 3.03 of Form 8-K, the information contained
in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
October 23, 2020, WidePoint Corporation (the “Company”) filed a
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company with the Secretary of State of
Delaware (the “Certificate of
Amendment”) to effect a 1-for-10 reverse stock split
(the “Reverse Stock
Split”) of the shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), effective
as of 5:00 p.m. Eastern Time on November 6, 2020. The Certificate
of Amendment also decreases the number of authorized shares of
Common Stock from 110 million to 30 million. No fractional shares
will be issued in connection with the Reverse Stock Split and any
fractional shares will be rounded up to the nearest whole
number.
As
previously disclosed, the Company’s stockholders approved a
Reverse Stock Split of the Common Stock at a special meeting of
stockholders on August 24, 2020, in a range of five (5) to fifteen
(15) shares into one share of Common Stock, with the exact ratio
within such range to be determined by the Board of Directors of the
Company (the “Board”). The Board determined to effect
the Reverse Stock Split at a ratio of 1-for-10 and approved the
corresponding final form of the Certificate of
Amendment.
The Reverse
Stock Split will become effective as of 5:00 p.m. Eastern Time on
November 6, 2020, at which time every ten shares of the
Company’s issued and outstanding Common Stock will be
automatically converted into one issued and outstanding share of
Common Stock, without any change in the par value per
share.
The
Common Stock will begin trading on a reverse stock split-adjusted
basis on the NYSE American Market on November 9, 2020. The trading
symbol for the Common Stock will remain “WYY.” The new
CUSIP number for the Common Stock following the Reverse Stock Split
is 967590 209.
The Company
will adjust the number of shares available for future grant under
its equity incentive plan and will also adjust the number of shares
underlying outstanding awards, the exercise price per share of
outstanding stock options and other terms of outstanding awards
issued to equitably reflect the effects of the Reverse Stock
Split.
Item
7.01
Regulation
FD Disclosures.
On
October 26, 2020, the Company issued a press release announcing
updating financial guidance. A copy of the press release is filed
as Exhibit 99.1 to this report and is incorporated herein by
reference. The information in Exhibit 99.1 shall not be deemed
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference into any disclosure document relating to
the Company, except to the extent, if any, expressly set forth by
specific reference in such filing.
Item
8.01
Other
Events.
On
October 23, 2020, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is filed as
Exhibit 99.2 hereto and is incorporated herein by
reference.
Item
9.01(d)
Financial
Statements and Exhibits.
Certificate of
Amendment to the Amended and Restated Certificate of Incorporation
of the Company.
Press Release dated
October 26, 2020.
Press Release dated
October 23, 2020.
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.
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WIDEPOINT
CORPORATION
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Date: October 29,
2020
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By:
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/s/ Jin Kang
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Jin Kang
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Chief Executive
Officer
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Exhibit
3.1
Exhibit
99.1
WidePoint Increases Fiscal Year 2020 EBITDA Guidance by
50%
Company Increases Fiscal 2020 EBITDA Guidance to Between $4.7
Million to $4.9 Million, Representing a 50% Increase from
Previously Issued Guidance and a 69% Improvement over Fiscal
2019
Fairfax, VA – October 26, 2020 – WidePoint
Corporation (NYSE
American: WYY),
the leading provider of Trusted
Mobility Management (TM2) specializing in Telecommunications
Lifecycle Management, Identity Management and Digital Billing &
Analytics solutions, has updated its financial outlook for the
fiscal year ending December 31, 2020.
On June 18, 2020, WidePoint issued revenue guidance of $185 million
to $195 million and EBITDA guidance of $3.0 million to $3.4 million
for fiscal 2020. Today, the Company has increased its EBITDA
guidance and reiterated its revenue expectations for fiscal 2020.
The Company now expects EBITDA to range between $4.7 million and
$4.9 million, which, at the midpoint of the guidance range, is 50%
above the Company’s previously issued guidance and represents
a 69% year-over-year increase compared to fiscal 2019. The company
is also providing fiscal 2020 adjusted EBITDA guidance, which
excludes stock-based compensation expense, of $5.5 million to $5.7
million, which, at the midpoint of the guidance range, represents a
57% year-over-year increase compared to fiscal 2019.
“Throughout the year, we’ve added higher margin
business and improved our operational efficiency, both of which are
driving a more profitable year than we originally
anticipated,” said WidePoint’s CEO, Jin Kang. “By
nearly every metric, fiscal 2020 will be a record year for
WidePoint. We look forward to leveraging the momentum of this year
to build a stronger organization that will continue to prosper for
many years to come.”
About WidePoint
WidePoint Corporation (NYSE American: WYY) is a leading provider of
trusted mobility management (TM2) solutions, including telecom
management, mobile management, identity management, and digital
billing and analytics. For more information, visit
widepoint.com.
Investor Relations:
Gateway
Investor Relations
Matt
Glover or Charlie Schumacher
949-574-3860
WYY@gatewayir.com
Exhibit 99.2
WidePoint to Effectuate Reverse Stock Split
Subsequent to Shareholders’ Approval of Reverse Stock Split
on August 24, 2020, Board of Directors Authorizes 1-for-10 Reverse
Split Ratio
FAIRFAX, Va., Oct. 23, 2020 -- WidePoint
Corporation (NYSE
American: WYY),
the leading provider of Trusted Mobility Management (TM2)
specializing in Telecommunications Lifecycle Management, Identity
Management and Digital Billing & Analytics solutions, today
announced that a 1-for-10 reverse stock split of the
Company’s common stock will become effective on Friday,
November 6, 2020 at 5:00 p.m. Eastern time. Trading of the
Company’s common stock on a post-split basis will begin on
Monday, November 9, 2020.
On
August 24, 2020, the stockholders of the Company approved the
reverse stock split at a special meeting of stockholders.
Subsequent to the meeting’s end, the board of directors of
the Company approved the implementation of the reverse stock split
at the ratio of 1-for-10.
“We
are confident that completing a reverse stock split and thereby
increasing the per share trading price of our common stock will
better position WidePoint for long-term success,” said Jin
Kang, President and Chief Executive Officer. “While many
companies effectuate a reverse split out of necessity, we are doing
so from a position of strength. WidePoint is in the midst of one of
its most financially and operationally successful years, and we are
taking proactive measures to expand upon that momentum. We believe
that increasing the price per share will make the Company’s
stock more attractive to investors and analysts, which we believe
will benefit current and prospective shareholders over the
long-run.”
Trading
of the Company’s common stock on the NYSE American Market
will continue under the symbol “WYY.” The new CUSIP
number for the Company’s common stock following the reverse
stock split will be 967590 209. No fractional shares will be issued
as a result of the reverse stock split. Any holders of the
Company’s common stock who would otherwise be entitled to a
fractional share will have such share rounded up to the next whole
share.
The
Company’s transfer agent, American Stock Transfer & Trust
Company, will act as exchange agent for the reverse stock
split.
●
Stockholders owning
shares via a broker or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject
to brokers’ particular processes, and will not be required to
take any action in connection with the reverse stock
split.
●
Registered
stockholders holding pre-split shares of the Company’s common
stock electronically in book-entry form are not required to take
any action to receive post-split shares.
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Stockholders of
record holding certificates representing pre-split shares of the
Company’s common stock as of the effective time will receive
a letter of transmittal from American Stock Transfer & Trust
Company providing instructions regarding the exchange of
shares.
Additional
information regarding the reverse stock split is available in the
definitive proxy statement filed by the Company with the U.S.
Securities and Exchange Commission (“SEC”) on July 8,
2020.
About WidePoint
WidePoint Corporation (NYSE American: WYY) is a leading provider of
trusted mobility management (TM2) solutions, including telecom
management, mobile management, identity management, and digital
billing and analytics. For more information,
visit widepoint.com.
Investor Relations:
Gateway Investor Relations
Matt Glover or Charlie Schumacher
949-574-3860, WYY@gatewayir.com