Astrotech Corporation (NASDAQ:ASTC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 9.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 13, 2017, Astrotech Corporation (the "Company") filed Articles of Amendment (the "Articles of Amendment") to the Company's Restated Articles of Incorporation, as amended (the "Articles of Incorporation") with the Secretary of State of the State of Washington to effect a 1-for-5 reverse stock split of all outstanding shares of common stock of the Company, no par value per share ("Common Stock"), and a proportional reduction in the number of our authorized shares of Common Stock, effective as of 6:30 A.M. EDT on October 16, 2017. The filing of the Articles of Amendment was made to the authorization provided by the board of directors on October 12, 2017.
As a result of the reverse stock split, each five (5) shares of outstanding common stock will be combined into one (1) new share, with no change in the par value per share. The number of authorized shares of Common Stock will also be reduced from 75 million to 15 million shares. The number of outstanding shares of Common Stock will be reduced from approximately 22.5 million shares to approximately 4.5 million shares. Proportional adjustments also will be made to the exercise prices of the Company's outstanding stock options, and to the number of shares issued and issuable under the Company's stock incentive plans. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fractional share of the Common Stock will receive a cash payment in lieu thereof at a price equal to that fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Company's Common Stock on the NASDAQ Capital Market on October 13, 2017.
The Company's trading symbol of "ASTC" will not change as a result of the reverse stock split. The Common Stock will trade under a new CUSIP number (046484200) effective as of October 16, 2017.
The Articles of Amendment are filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Other Items.
On October 13, 2017, the Company issued a press release announcing the reverse stock split. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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3.1 |
Articles of Amendment to the Restated Articles of Incorporation, as amended, of Astrotech Corporation. |
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99.1 |
Press release, dated October 13, 2017, issued by Astrotech Corporation. |
ASTROTECH Corp ExhibitEX-3.1 2 articlesofamendmentex31.htm EXHIBIT 3.1 ARTICLES OF AMENDMENT Exhibit Exhibit 3.1Articles of AmendmentofAstrotech CorporationPursuant to RCW 23B.10.060,…To view the full exhibit click here
About Astrotech Corporation (NASDAQ:ASTC)
Astrotech Corporation is a science and technology development and commercialization company. The Company invents, acquires and commercializes technological innovations sourced from internal research, universities, laboratories and research institutions. The Company operates through two business units: Astro Scientific and Astral Images Corporation (Astral). The Astro Scientific is a technology incubator that commercializes technologies, and includes the operations of subsidiaries, such as 1st Detect Corporation (1st Detect) and Astrogenetix, Inc. (Astrogenetix). Astral segment provides film digitization, image correction and enhancement technology. It offers systems containing off-the-shelf hardware with integrated Astral software, software products and scanning or enhancement services. The Astral segment offers products, including Astral Black ICE, Astral Color ICE and Astral HDR ICE. The Company’s product portfolio also consists of MMS-1000 and OEM-1000.