ENTEROMEDICS INC. (NASDAQ:ETRM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December27, 2016, the Company filed its Sixth Amended and
Restated Certificate of Incorporation (the 6th AR Certificate) with the
Secretary of State of the State of Delaware to effect a one
(1)for seventy (70)reverse split of the Companys outstanding
common stock, $0.01 par value per share (the Reverse Stock
Split). In connection with the Reverse Stock Split, proportional
adjustments were also made to the Companys outstanding stock
options and warrants. The Reverse Stock Split did not affect the
par value of the Companys stock or the number of shares of common
stock or preferred stock authorized by the 6th AR Certificate.
The Reverse Stock Split became effective after the close of
market on December27, 2016 and was effective for trading purposes
upon the commencement of trading on December28, 2016, at which
point the Companys common stock began trading on a split adjusted
basis on the NASDAQ Capital Market.
The 6th AR Certificate
also incorporates the increase in the number of shares of the
Companys common stock authorized for issuance to 300million
shares that was approved by the Companys stockholders on
December12, 2016. The increase in the Companys authorized shares
of common stock was previously effected by that certain
Certificate of Amendment to the Companys Fifth Amended and
Restated Certificate of Incorporation (the 5th AR Certificate) filed with the
Secretary of State of Delaware on December12, 2016 and previously
disclosed on a Current Report on Form 8-K on December13, 2016. No
other changes were made to the Companys 5th AR Certificate by the
6th AR Certificate.
A copy of the 6th AR
Certificate is attached as Exhibit 3.1 to this Current Report on
Form 8-K and is
incorporated herein by reference.
Item8.01 |
Other Events. |
As described under
Item 5.03 above, on December27, 2016 the Company effected a one
(1)for seventy (70)reverse split of its common stock. As
previously disclosed on a Current Report on Form 8-K filed on
December13, 2016, the Companys stockholders approved the
amendment of its Fifth Amended and Restated Certificate of
Incorporation at a special meeting held on December12, 2016 in
order to (i)effect a reverse split of the common stock at the
discretion of the Companys Board of Directors and (ii)increase
the shares of common stock authorized for issuance to 300million
shares. Effective as of December23, 2016, the Board of Directors
selected the one (1)for seventy (70)reverse stock split ratio and
authorized the implementation of the Reverse Stock Split.
As a result of the
Reverse Stock Split, every seventy (70)shares of pre-reverse
stock split common stock of the Company was combined and
reclassified into one (1)share of common stock of the Company and
proportional adjustments were made to the Companys outstanding
stock options and warrants. The Company did not issue any
fractional shares as a result of the Reverse Stock Split.
Instead, fractional shares of common stock were rounded up to the
nearest whole share and fractional stock options and warrants
were rounded down to the nearest whole share. After the Reverse
Stock Split, the Companys common stock has a new CUSIP number:
29365M505, but the par value and other terms of the common stock
were not affected by the Reverse Stock Split.
The Companys
transfer agent, Wells Fargo Bank N.A., is acting as exchange
agent for the Reverse Stock Split and will send instructions to
stockholders of record regarding the exchange of certificates for
common stock.
Item9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
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About ENTEROMEDICS INC. (NASDAQ:ETRM)
EnteroMedics Inc. (EnteroMedics) is a medical device company. The Company is focused on the design and development of devices that use neuroblocking technology to treat obesity, metabolic diseases and other gastrointestinal disorders. The Company’s neuroblocking technology, which is referred to as VBLOC therapy, is designed to intermittently block the vagus nerve. The Company’s initial product is the Maestro Rechargeable System, which uses VBLOC therapy to limit the expansion of the stomach, help control hunger sensations between meals, reduce the frequency and intensity of stomach contractions and produce a feeling of early and prolonged fullness. The Company’s VBLOC therapy is designed to block the gastrointestinal effects of the vagus nerve by replicating a vagotomy using high-frequency, low-energy electrical impulses to intermittently interrupt naturally occurring neural impulses on the vagus nerve between the brain and the digestive system. ENTEROMEDICS INC. (NASDAQ:ETRM) Recent Trading Information
ENTEROMEDICS INC. (NASDAQ:ETRM) closed its last trading session down -0.32 at 2.57 with 321,146 shares trading hands.