ENDOLOGIX, INC. (NASDAQ:ELGX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03Material Modification of Rights of Security Holders
As previously announced in our Current Report on Form 8-K filed on February 25, 2019, at a Special Meeting of Stockholders held on February 22, 2019, the stockholders of Endologix, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.001 per share, at a ratio not less than 1-for-5 and not greater than 1 for-10 (inclusive), with the exact ratio to be set as a whole number within that range at the discretion of its board of directors before February 22, 2020 without further approval or authorization of its stockholders. On February 26, 2019, the Company’s board of directors approved the reverse stock split at a ratio of 1-for-10. On March 5, 2019, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation, as Amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect the reverse stock split.
As a result of the reverse stock split, every ten shares of the Company’s common stock will be automatically reclassified and converted into one issued and outstanding share of common stock, without any change in par value per share. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.
Commencing on March 6, 2019, trading of our common stock will continue on The NASDAQ Global Select Market on a reverse stock split-adjusted basis. The trading symbol will remain “ELGX.”
The foregoing summary of the terms of the Certificate of Amendment does not purport to be a complete, and is qualified in its entirety by reference to the Certificate of Amendment which is filed as Exhibit 3.1 to this Current Report, which is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 of this Current Report is incorporated by reference herein.
Item 8.01 Other Events.
On March 5, 2019, the Company issued a press release announcing the reverse stock split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
Number |
Description |
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation, as Amended, of Endologix, Inc. |
|
|
Press Release of Endologix, Inc. dated March 5, 2019. |
ENDOLOGIX INC /DE/ Exhibit
EX-3.1 2 ex31_certificatexofxamendm.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTOFAMENDED AND RESTATED CERTIFICATE OF INCORPORATION,…
To view the full exhibit click here
About ENDOLOGIX, INC. (NASDAQ:ELGX)
Endologix, Inc. is engaged in developing, manufacturing, marketing and selling medical devices for the treatment of aortic disorders. The Company’s products are intended for the treatment of abdominal aortic aneurysms (AAA). The AAA products are built on one of two platforms, including traditional minimally invasive endovascular repair (EVAR) or endovascular sealing (EVAS), its solution for sealing the aneurysm sac while maintaining blood flow through two blood flow lumens. The EVAR products include the Endologix AFX Endovascular AAA System (AFX), the VELA Proximal Endograft (VELA) and the Endologix Powerlink with Intuitrak Delivery System (Intuitrak). The EVAS product is the Nellix EndoVascular Aneurysm Sealing System (Nellix EVAS System). Its EVAS product is the Nellix EndoVascular Aneurysm Sealing System (Nellix EVAS System). It offers accessories to facilitate the optimal delivery of its EVAR products, including compatible guidewires, snares, and catheter introducer sheaths.