Capital (NASDAQ:CBF) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Capital (NASDAQ:CBF) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020, and in the Company’s Schedule 14C information statement filed on June 9, 2020, on May 13, 2020, the Company’s board of directors, and effective May 18, 2020, the holders of the Company’s outstanding capital stock having a majority of the voting power as of May 15, 2020, respectively, adopted the following resolutions:  

·A one for twenty reverse stock split of the Company’s issued and outstanding shares of Common Stock with all fractional shares resulting therefrom being rounded up to the next whole number, with payment in cash to stockholders who are left with no more than a fractional share on the basis of $0.05 per share of existing Common Stock, and without affecting the number of the Company’s authorized shares (the “Reverse Stock Split”); and  

·The filing of an Amendment to the Company’s Articles of Incorporation, as amended, to effect the Reverse Stock Split.  

A copy of the Amendment to the Company’s Articles of Incorporation to effect the Reverse Stock Split is filed as Exhibit 3.1 to this report.

Item 8.01 Other Events

On July 29, 2020, FINRA announced in its Daily List that the reverse stock split described above under Item 5.03 will take effect at the open of the market on July 30, 2020. A "D" will be placed on the Grow Capital, Inc. ticker symbol, GRWC, for 20 business days to alert the public of the split. Following the expiration of the 20 business days, the trading symbol for the Company’s common stock will revert “GRWC.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 399818 202. 

The Company’s transfer agent will manage the exchange of the pre-split shares for new, post-split shares.  The Company’s Transfer Agent is: 

Colonial Stock Transfer 

66 Exchange Place, Ste 100

Salt Lake City, UT 84111

Phone: (801) 355-5740

Fax (801) 355-6505

The Company issued a press release announcing the effectiveness of the reverse stock split, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

PAGE


GROW CAPITAL, INC. Exhibit
EX-3.1 2 grwc_ex3z1.htm AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GROW CAPITAL,…
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About Capital (NASDAQ:CBF)

Capital Bank Financial Corp. (CBF) is a bank holding company whose business is conducted primarily through Capital Bank Corporation (the Bank). The Company operates in the financial services operations segment. The Company operates over 150 full service banking offices located in Florida, North Carolina, South Carolina, Tennessee and Virginia. Through its branches, the Company offers a range of commercial and consumer loans and deposits, as well as ancillary financial services. The Company’s commercial loan products include owner occupied and non-owner occupied commercial real estate; construction; working capital loans and lines of credit; demand, and time loans, and equipment, inventory and accounts receivable financing. Consumer loan products it offers include home equity loans and lines of credit; residential first lien mortgages; second lien mortgages; new and used auto loans; new and used boat loans; overdraft protection, and unsecured personal credit lines.

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