InterCloud Systems, Inc. (OTCMKTS:ICLD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 7, 2017, InterCloud Systems, Inc. (the “Company”) filed a Certificate of Amendment of its Certificate of Incorporation (the “Certificate of Amendment”) to effect a one-for-four reverse split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share. The common stock commenced trading on the OTCQB Venture Market on a split-adjusted basis as of the opening of trading on Wednesday, July 12, 2017. The common stock will continue to trade under the ticker symbol “ICLD”, although the letter “D” will be temporarily appended to the ticker symbol for twenty trading days following the reverse split. The Company’s stockholders, at the 2016 Annual Meeting of Stockholders, had previously authorized the Company’s Board of Directors to effect a reverse stock split within a range of ratios, including one-for-four, at any time within one (1) year following such Annual Meeting, as determined by the Board.
Following the reverse split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split. Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment will be adjusted accordingly. These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments.
There will be no change to the number of authorized shares of common stock of the Company as a result of the reverse stock split. No fractional share shall be issued in connection with the reverse split; all shares of common stock that are held by a stockholder will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination of the shares so aggregated, with any fractions resulting from the reverse split computation being rounded up to the next whole share.
The Company’s transfer agent is Corporate Stock Transfer, Inc. The new CUSIP number for the post-reverse common stock will be 458488 301.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
INTERCLOUD SYSTEMS, INC. ExhibitEX-3.1 2 f8k070717ex3i_intercloudsys.htm CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF INTERCLOUD SYSTEMS,…To view the full exhibit click here
About InterCloud Systems, Inc. (OTCMKTS:ICLD)
InterCloud Systems, Inc. is a provider of cloud networking orchestration and automation for software-defined networking (SDN) and network function virtualization (NFV) cloud environments. The Company operates through four segments: applications and infrastructure, professional services, managed services and cloud services. The applications and infrastructure segment provides engineering and professional consulting services, and voice, data and optical solutions. The professional services segment provides outsourced services to the wireless and wireline industry and information technology industry. The cloud services segment provides cloud computing and storage services to customers. The managed services segment provides hardware and software products to customers, and provides maintenance and support for those products. It offers its solutions to the telecommunications service provider (carrier) and corporate enterprise markets through cloud solutions and professional services.
