Condor Hospitality Trust, Inc. (NASDAQ:CDOR) Files An 8-K Material Modification to Rights of Security Holders
Item3.03
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Material Modification to Rights of Security Holders. |
On March15, 2017, Condor Hospitality Trust, Inc. (the Company)
filed articles of amendment (the Amendment) to the Companys
Articles of Incorporation (the Charter) with the State of
Maryland toeffect a 6.5-to-1 reverse stock split
of the Companys common stock (the Reverse Stock Split) effective
at 4:01 p.m. Eastern Time on March15, 2017 (the Effective
Time).
As a result of the
Reverse Stock Split, every 6.5 shares of the Companys outstanding
and issued common stock at the Effective Time was combined into
one share of the common stock. The Companys authorized shares of
common stock under the Charter remain unchanged at 200million
shares. The par value of the companys common stock after the
Amendment is $0.01 per share, the same par value per share prior
to the Reverse Stock Split. Immediately following the Effective
Time, the Companys outstanding 43,993,705 shares of common stock
were combined into a total of approximately 6,768,263 shares of
common stock outstanding.
Beginning with the
opening of trading on March16, 2017, the Companys common stock
will commence trading on the Nasdaq Stock Market on a Reverse
Stock Split adjusted basis with a new CUSIP number of 20676Y403.
No fractional shares will be issued in connection with the
Reverse Stock Split, and shareholders who otherwise would be
entitled to a fractional share will receive, in lieu thereof, a
cash payment based on the volume weighted average price of the
Companys common stock on the five trading days immediately prior
to March15, 2017 as reported on the Nasdaq Stock Market.
Proportional
adjustments were made at the Effective Time of the Reverse Stock
Split to the Companys outstanding stock options and other equity
awards, the number of shares of common stock available under the
Companys 2016 Stock Plan, the exercise price and number of shares
of common stock issuable upon exercise of the outstanding Company
warrants, the conversion price of the Series E convertible
preferred stock of the Company, and any other contractual
adjustments, as necessary.
Shareholders who
hold shares of the Companys common stock in street name will not
be required to take any action in connection with the Reverse
Stock Split. Shareholders who hold shares of the Companys common
stock in certificated form will receive instructions from the
companys transfer agent, American Stock Transfer Trust Company
LLC, regarding the exchange of outstanding pre-reverse stock
split stock certificates.
The Amendment is
filed as Exhibit 3.2, and the Companys Charter, as amended by the
Amendment, is filed as Exhibit 3.1, to this Current Report on
Form 8-K and are incorporated herein by reference. A copy of the
press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is 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 of this Current Report on Form 8-K is
hereby incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) Exhibits | ||||
| 3.1 |
Amended and Restated Articles of Incorporation of the Company, as amended |
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| 3.2 |
Articles of Amendment to the Companys Amended and Restated Articles of Incorporation effecting 6.5-to-1 reverse stock split of the Companys common stock |
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| 99.1 | Press Release, dated March15, 2017 |
Condor Hospitality Trust, Inc. (NASDAQ:CDOR) Recent Trading Information
Condor Hospitality Trust, Inc. (NASDAQ:CDOR) closed its last trading session 00.00 at 13.45 with 19,753 shares trading hands.