KemPharm, Inc. (NASDAQ:KMPH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year.
On December 23, 2020, KemPharm, Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company\’s Board of Directors approved a 1-for-16 reverse stock split of its shares of common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 16 shares of the Company’s common stock issued and outstanding as of 5:01 p.m. (Eastern Time) on December 23, 2020 will be automatically combined and converted into one share of common stock, par value $0.0001 per share. The Company’s common stock will be assigned a new CUSIP number (488445 206) and is expected to begin trading on a split-adjusted basis on Monday, December 28, 2020. The Company will trade under a new and temporary ticker symbol \”KMPHD\” for a period of 20 business days including the effective date of the Reverse Stock Split. After the conclusion of the 20-business day period, the Company\’s common stock will resume trading under its previous ticker symbol “KMPH”. The Reverse Stock Split will reduce the number of shares of common stock issuable upon the conversion of the Company’s outstanding convertible notes and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and will cause a proportionate increase in the conversion and exercise prices of such convertible notes, stock options and warrants. The Reverse Stock Split will not change the total number of authorized shares of common stock or preferred stock.
No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split impacts all holders of the Company’s common stock proportionally and does not impact any stockholder’s percentage ownership of common stock (except to the extent the reverse stock split results in any stockholder owning only a fractional share).
The Reverse Stock Split was implemented to a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference. The Company effected the Reverse Stock Split in accordance with the authority granted to the Company’s Board of Directors by the Company’s Stockholders at the Special Meeting of Stockholders held on November 17, 2020.
The Press Release announcing the Reverse Stock Split is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release titled \”KemPharm Announces 1-for-16 Reverse Stock Split\” dated December 23, 2020. |
KEMPHARM, INC Exhibit
EX-3.1 2 ex_218888.htm EXHIBIT 3.1 ex_218888.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KEMPHARM,…
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About KemPharm, Inc. (NASDAQ:KMPH)
KemPharm, Inc. is a clinical-stage specialty pharmaceutical company. The Company is engaged in the discovery and development of prodrugs. The Company uses its Ligand Activated Therapy (LAT) platform technology to create prodrugs. The Company’s product candidate, KP201/APAP, consists of KP201, its prodrug of hydrocodone, which is combined with acetaminophen (APAP). The Company is developing KP201/APAP as an immediate release (IR), a product candidate for the short-term, or no longer than 14 days for the management of acute pain. The Company has designed KP201/APAP with abuse-deterrent properties to address the epidemic of opioid abuse in the United States. The Company also focuses on developing the pipeline of additional prodrug product candidates that targets pain and attention deficit hyperactivity disorder (ADHD). The Company’s products include KP201/IR (APAP-free), KP511/ER, KP415, KP606/IR and KP746.