Synthesis Energy Systems, Inc. (NASDAQ:SYMX) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
As described below under Item 5.07, at a special meeting of the stockholders of Synthesis Energy Systems, Inc. (the “Company”) held on November 29, 2017, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company’s common stock, par value $0.01 (the “Common Stock”), and authorized the Board of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-2 and 1-for-8. Prior to the meeting, but subject to stockholder approval at the meeting, the Board determined to set the reverse stock split ratio at 1-for-8 (the “Reverse Stock Split”). The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time on December 1, 2017 (the “Effective Time”), to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 30, 2017. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment. In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 871628 202. The Common Stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis on December 4, 2017 under the new ticker symbol “SES”. As a result of the Reverse Stock Split, every eight (8) shares of the Company’s issued and outstanding Common Stock will be converted into one (1) share of Common Stock, reducing the number of issued and outstanding shares of the Company’s common stock from approximately 87.5 million to approximately 10.9 million. There was no change in the par value of the Common Stock and the total number of authorized shares of Common Stock was also unchanged. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Common Stock not evenly divisible by eight (8), will have the number of post-reverse split shares of the Common Stock to which they are entitled rounded up to the next whole number of shares of the Common Stock. No stockholders will receive cash in lieu of fractional shares.
The Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock of the Company. to the terms of the Company’s outstanding convertible securities, options and warrants, the number of shares into which such convertible securities may be converted will be proportionately adjusted to reflect the Reverse Stock Split, and, to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under of all of the Company’s outstanding stock options and warrants to purchase shares of common stock, and the number of shares reserved for issuance to the Company’s equity compensation plans will be reduced proportionately.
For more information regarding the amendment and the reverse split, please see the Company’s proxy statement filed on October 13, 2017.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information from Item 3.03 regarding the Certificate of Amendment is incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the special meeting of the stockholders of the Company held on November 29, 2017, the result of the vote to authorize the Board, in its sole and absolute discretion, without further action of the stockholders, to amend the Company’s Certificate of Incorporation to implement a reverse stock split of the Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-8, within one year from the date of the meeting, with the exact ratio to be determined by the Board was as follows:
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes |
| 51,044,305 | 3,669,713 | 636,744 |
Item 8.01. Other Events.
On November 30, 2017, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description of Exhibit |
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation filed on November 30, 2017 |
| 99.1 | Press Release dated November 30, 2017 re reverse split |
SYNTHESIS ENERGY SYSTEMS INC ExhibitEX-3.1 2 exh_31.htm EXHIBIT 3.1 EdgarFiling Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Synthesis Energy Systems,…To view the full exhibit click here
About Synthesis Energy Systems, Inc. (NASDAQ:SYMX)
Synthesis Energy Systems, Inc. is a clean energy company that develops, builds and owns clean energy projects. The Company owns gasification technology, which it utilizes to provide technology licenses and equipment to customers in the energy and chemical industries. The Company operates through segments, including SES China, Technology Licensing and Related Services, and Corporate. The SES China segment includes all of the assets and operations and related administrative costs for China, including initial closing costs relating to its joint ventures. The Technology Licensing and Related Services segment includes all of the Company’s operating activities outside of China. The Corporate segment includes the executive and administrative expenses of the corporate office in Houston. The Company offers U-GAS fluidized bed gasification technology, which is known as Synthesis Energy Systems Gasification Technology (SGT).