Simlatus Corporation (OTCMKTS:SIML) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported, the Board of Directors and stockholders of Simlatus Corporation, a Nevada corporation (the “Company”), have approved (i) a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-1,000 (the “Reverse Stock Split”), and (ii) a decrease in the Company’s authorized shares of common stock from 10,000,000,000, par value $.0001 per share, to 1,000,000,000, par value $.00001 per share (the “Share Decrease”).
The Reverse Stock Split and Share Decrease will become effective at 9:00 a.m. on March 20, 2020 (the “Effective Date”) a Certificate of Amendment (the “Certificate”) filed by the Company with the Secretary of State of the State of Nevada on March 19, 2020 to Nevada Revised Statutes (“NRS”) Sections 78.385 and 78.390. A copy of the Certificate has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace at the open of business on the Effective Date, whereupon the shares of Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the Company’s trading symbol will change to “SIMLD” for a period of 20 business days, after which the “D” will be removed from the trading symbol, which will revert to the original symbol of “SIML”. In connection with the Reverse Stock Split, the CUSIP number for the Company’s Common Stock will change to 828663 500.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 1,000, rounded up (if applicable) to the next whole number. No fractional shares will be issued, and no cash or other consideration will be paid in connection with the Reverse Stock Split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Certificates. Stockholders who hold their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send their certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
New Horizon Transfer 215-515 West Pender Street Vancouver, BC V6B 6H5 Canada Phone: (604) 876-5526 Facsimile: (604) 876-5564
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit 3.1 | Certificate of Amendment to NRS 78.385 and 78.390, as filed with the Secretary of State of the State of Nevada on March 19, 2020 |
Simlatus Corp Exhibit
EX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City,…
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About Simlatus Corporation (OTCMKTS:SIML)
Simlatus Corporation, formerly Grid Petroleum Corp., designs, manufactures and sells audio and video broadcast equipment. The Company builds and thoroughly tests these items in-house prior to shipping to its customers. It has a revenue base in the broadcast industry with long-term national and international distribution. Its customers include smaller broadcast customers, which include religious facilities, international broadcast facilities and colleges, as well as radio stations, among others. It sells over 55 different products, which include a range of protection switches, high definition (HD) routers, analog routers, control panels, audio distribution, SyncPal and the SoundPal. The new products include SocialCast AR, Augmented Reality, and Virtual Reality Content Server. The target technologies include Virtual Reality, Augmented Reality, Audio/Video Codecs, Audio Content Recognition, and over-the-top (OTT) application program interface (API) integration into key platforms.
