AquaBounty Technologies, Inc. (LON:ABTX) Files An 8-K Material Modification to Rights of Security Holders
ITEM3.03.
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Material Modification to Rights of Securityholders. |
As previously disclosed, the shareholders of AquaBounty
Technologies, Inc. (the Company)
authorized the Board of Directors of the Company to amend the
Companys Third Amended and Restated Certificate of Incorporation
(as amended, the Restated Certificate of
Incorporation) to effect a reverse split of the
Companys common stock, par value $0.001 (the Common
Stock), at a ratio of one-for-thirty (the
Reverse Stock Split). A certificate of
amendment to the Restated Certificate of Incorporation (the
Certificate of Amendment) was filed
with the Secretary of State of the State of Delaware on January4,
2017, and the Reverse Stock Split became effective at 12:01 a.m.
Eastern Time on January5, 2017 (the Effective
Time).
At the Effective
Time, every thirty shares of Common Stock issued and outstanding
were automatically combined into one share of issued and
outstanding Common Stock, without any change in the par value per
share. No fractional shares were issued as a result of the
Reverse Stock Split. All shares of common Stock (including
fractions thereof) issuable upon the Reverse Stock Split to a
given holder of Common Stock will be aggregated for the purpose
of determining whether the Reserve Stock Split would result in
the issuance of any fractional shares to such holder. If, after
such aggregation, the Reserve Stock Split would result in the
issuance of any fractional shares, such fractional shares will be
increased to the next higher whole number of shares.
Computershare
Trust Company, N.A. is acting as agent for the Reverse Stock
Split and will send instructions to shareholders of record who
hold stock certificates regarding the exchange of certificates
for Common Stock. Shareholders who hold their shares in
uncertificated form are not required to take any action to effect
the exchange of their shares following the Reverse Stock
Split.
The Certificate of
Amendment did not reduce the authorized share capital of the
Company following the Reverse Stock Split and, accordingly, after
giving effect to the Reverse Stock Split, the Company has
193,536,065 shares of Common Stock that are authorized but
unissued.
The information
set forth herein does not purport to be complete and is qualified
in its entirety by reference to the full text of the Certificate
of Amendment, which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
ITEM5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information
set forth in Item 3.03 above is hereby incorporated by reference
into this Item 5.03.
ITEM9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits.
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| 3.1 |
Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of AquaBounty Technologies, Inc. |
About AquaBounty Technologies, Inc. (LON:ABTX)
AquaBounty Technologies, Inc. is a biotechnology company engaged in research, development and commercialization of the commercial viability of a group of proteins, antifreeze proteins (AFPs). The Company focuses on the managing aquaculture productivity. It offers AquAdvantage Salmon (AAS), which can be grown in contained, land-based facilities. It offers AquAdvantage Salmon for land-based facilities that can be built closer to consumers to manage the need for air freight shipping and transportation. The Company’s subsidiaries include AquaBounty Canada, Inc., which operates a commercial biotechnology laboratory that conducts research and development programs related to the Company’s technologies; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc., and AquaBounty Brasil Participacoes Ltda., which conducts commercial trials of the Company’s AquAdvantage Salmon. AquaBounty Technologies, Inc. (LON:ABTX) Recent Trading Information
AquaBounty Technologies, Inc. (LON:ABTX) closed its last trading session at 0.0000 with shares trading hands.