Turtle Beach Corporation (NASDAQ:HEAR) Files An 8-K Material Modification to Rights of Security HoldersItem 9.01 – Material Modification of the Rights of Security Holders.
To the extent required by Item 9.01 of Form 8-K, the information contained in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 6, 2018, Turtle Beach Corporation (the “Company”) filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a 1-for-4 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Amendment will become effective at 5:00 p.m. on April 6, 2018. The board of directors of the Company approved the Reverse Stock Split at a meeting duly held on April 2, 2018, and, in accordance with the procedures set forth in Nevada Revised Statutes Sections 78.207 and 78.209, the Reverse Stock Split did not require stockholder approval. The Reverse Stock Split is intended to enable the Company to regain compliance with the minimum bid price requirement contained in Nasdaq Listing Rule 5450(a)(1).
As a result of the Reverse Stock Split, every four shares of Common Stock authorized and outstanding immediately prior to the Reverse Stock Split will be reclassified and combined into one share of Common Stock. Accordingly, the total number of authorized shares of Common Stock will be reduced from 100,000,000 to 25,000,000. In addition, beginning with the opening of trading on April 9, 2018, the Common Stock will be available for trading on the Nasdaq Global Market on a Reverse Stock Split adjusted basis with a new CUSIP number, 900450 206.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of Common Stock will have their holdings rounded up to the next whole share. Proportional adjustments will also be made to the Company’s outstanding warrants, stock options and other equity securities and to the Company’s 2013 Stock-Based Incentive Plan, as amended, to reflect the Reverse Stock Split, in each case, in accordance with the terms thereof.
The full text of the Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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Certificate of Change, dated April 6, 2018 |
Turtle Beach Corp ExhibitEX-3.1 2 hearcertificateofchange….To view the full exhibit click here
About Turtle Beach Corporation (NASDAQ:HEAR)
Turtle Beach Corporation is an audio technology company. The Company is engaged in developing, commercializing and marketing products under the Turtle Beach and HyperSound brands. The Company operates through two segments: Voyetra Turtle Beach (Headset) and HyperSound. Turtle Beach is a provider of headset solutions for use across multiple platforms, including video game and entertainment consoles, handheld consoles, personal computers, tablets and mobile devices. It offers a range of headsets, spanning multiple wired and wireless retail price points and has offerings across all gaming platforms. HyperSound technology is an audio solution that provides a means of projecting sound in a directional manner, without use of speaker arrays, to a specific location creating a precise audio zone. Its HyperSound Clear 500P is a medical device and a directed audio solution for individuals with hearing loss.