CARBON NATURAL GAS COMPANY (OTCMKTS:CRBO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 in the Form8-K filed on March 16, 2017.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 22, 2017, Carbon Natural Gas Company, a Delaware corporation (the “Company”), filed with the office of the Secretary of State of the State of Delaware, a Certificate of Amendment (the “Certificate of Amendment”) to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a one for twenty reverse stock split of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Reverse Stock Split”). The Certificate of Amendment did not change the par value of the Company’s common stock, but reduced the number of shares of Common Stock that the Company is authorized to issue from 200,000,000 to 10,000,000.
The Certificate of Amendment became effective on March 15, 2017, at which time every twenty shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company’s common stock. No fractional shares were issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Continental Stock Transfer & Trust Company, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the voluntary exchange of certificates.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which was filed as Exhibit 3.1 to the Original Report and by the Certificate of Correction which is filed as Exhibit 3.1 to this Amended Report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
* Filed herewith
Carbon Natural Gas Co ExhibitEX-3.1 2 f8k031517a1ex3-1_carbonnat.htm CERTIFICATE OF CORRECTION TO THAT CERTAIN CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION CARBON NATURAL GAS COMPANY,…To view the full exhibit click here
About CARBON NATURAL GAS COMPANY (OTCMKTS:CRBO)
Carbon Natural Gas Company (Carbon) is a holding company. The Company owns and operates oil and natural gas and oil interests in the Appalachian and Illinois Basins of the United States. The Company produces and sells oil, natural gas, natural gas condensate and natural gas liquids. Carbon conducts its oil and natural gas operations through Nytis LLC. Carbon’s oil and gas properties are located in Illinois, Indiana, Kentucky, Ohio, Tennessee and West Virginia. Nytis LLC owns working interests in approximately 850 gross wells (over 570 net) and royalty interests located in Kentucky, Ohio, Tennessee and West Virginia, and has leasehold positions in approximately 17,000 net developed acres and over 184,800 net undeveloped acres. Nytis LLC owns working interests in approximately 60 gross (over 30 net) coalbed methane wells in the Illinois Basin, and has a leasehold position in approximately 1,700 net developed acres and over 66,700 net undeveloped acres.