Amedica Corporation (NASDAQ:AMDA) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03 Material Modification to Rights of Security Holders.
As previously announced in our Current Report on Form 8-K dated October 11, 2017, at a special meeting of the stockholders of Amedica Corporation (the “Company”) held on October 10, 2017, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse split of the Company’s common stock, par value $0.01 (the “Common Stock”) and authorized the Board of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-2 and 1-for-15, inclusive.
Subsequently, the Board determined to set the reverse stock split ratio at 1-for-12 (the “Reverse Stock Split”). The Reverse Stock Split became effective as of 12:01 a.m., Eastern Time on November 10, 2017 (the “Effective Time”), to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 9, 2017.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 023435 407. The Common Stock began trading on The Nasdaq Capital Market on a split-adjusted basis on November 10, 2017.
As a result of the Reverse Stock Split, every twelve (12) shares of the Company’s issued and outstanding common stock, par value $0.01 will be converted into one (1) share of common stock, par value $0.01 reducing the number of issued and outstanding shares of the Company’s common stock from approximately 36.26 million to approximately 3 million. There was no change in the par value of the common stock.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by twelve (12), will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to the next whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares.
The Reverse Stock Split will not change the authorized number of shares of common stock or preferred stock of the Company. to the terms of the Company’s outstanding convertible securities, options and warrants, the number of shares into which such convertible securities may be converted will be proportionately adjusted to reflect the Reverse Stock Split, and, to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under of all of the Company’s outstanding stock options and warrants to purchase shares of common stock, and the number of shares reserved for issuance to the Company’s equity compensation plans will be reduced proportionately.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
AMEDICA Corp ExhibitEX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF AMEDICA CORPORATION AMEDICA Corporation (the “Corporation”),…To view the full exhibit click here
About Amedica Corporation (NASDAQ:AMDA)
Amedica Corporation is a commercial biomaterial company. The Company is a vertically integrated silicon nitride orthopedic medical device manufacturer. It is focused on using its silicon nitride ceramic technology platform to develop, manufacture and sell a range of medical devices. It is also engaged in developing wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company markets its Valeo family of silicon nitride interbody spinal fusion devices in the United States, Europe and Brazil for use in the cervical and thoracolumbar areas of the spine. In addition to its silicon nitride-based spinal fusion products, it markets a line of non-silicon nitride spinal surgery products, which allows the Company to provide surgeons and hospitals with a solution for spinal procedures. Its Valeo interbody spinal fusion devices include Anterior Lumbar, Posterior Lumbar, Oblique Lumbar, Transforaminal Lumbar, Lateral Lumbar, Cervical and Corpectomy.
