Current Report Filing (8-k)
July 19 2019 - 11:45AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date
of Report (Date of earliest event reported): July 19, 2019
Synthesis
Energy Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-33522
|
|
20-2110031
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
|
One
Riverway, Suite 1700
Houston, Texas
|
|
77056
|
(Address
of principal executive offices)
|
|
(
Zip
Code)
|
(713)
579-0600
(Registrant’s telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.03 Material Modification to Rights of Security Holders.
As
described below under Item 5.07, at the annual meeting of the stockholders of Synthesis Energy Systems, Inc. (the “Company”)
held on June 20, 2019, 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.
After
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 July 19, 2019 (the “Effective Time”), pursuant
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 July 19, 2019.
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 301. The Common Stock
will begin trading on the NASDAQ Capital Market on a split-adjusted basis on July 22, 2019.
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 11.0 million to approximately 1.4 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 will be 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. Pursuant
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, pursuant
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 pursuant 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 April
29, 2019.
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
9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
Synthesis
Energy Systems, Inc.
|
|
|
Dated:
July 19, 2019
|
/s/
Robert W. Rigdon
|
|
Robert
W. Rigdon
|
|
President
and Chief Executive Officer
|
Synthesis Energy Systems (NASDAQ:SES)
Historical Stock Chart
From Dec 2024 to Jan 2025
Synthesis Energy Systems (NASDAQ:SES)
Historical Stock Chart
From Jan 2024 to Jan 2025