Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of exercise
The Licensee (the “Company”) anticipates that its corporate name will change from theMaven, Inc. to
(the “Certificate of Correction” and, together with the Certificate of Amendment, the “Certificate”). Pursuant to Section 242(b)(1) of the Delaware General Corporation Law (the “DGCL”), shareholder approval for the name change was not required. A copy of the Certificate of Amendment and the Certificate of Correction are attached hereto as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference. The change of name does not affect the rights of security holders of the Company.
Pursuant to the certificate, the Company also intends to effect a 1 for 22 reverse stock split (the “Stock Split”) of the common shares of the Company, par value
A corporate action notice has been filed with the
Following the Share Consolidation, on the Effective Date, twenty-two issued and outstanding Common Shares will automatically be combined into one issued and outstanding Common Share, with no change in par value per share. No fractional shares will be issued following the Reverse Stock Split. Any fractional share that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The reverse stock split will reduce the number of common shares outstanding from 277,924,445 shares to approximately 12,632,929 shares, subject to an adjustment for fractional share rounding, assuming that the number of shares in circulation does not change. The number of common shares authorized under the amended and restated certificate of incorporation will remain unchanged at 1,000,000,000 shares. The new CUSIP number for the Ordinary Shares following the Reverse Stock Split will be 040044 109.
The information presented herein is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Certificate of Correction, copies of which are filed with this current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively.
Item 9.01. Financial statements and supporting documents
(d) Exhibits Exhibit Description Number 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the
State of Delawareon January 20, 20223.2 Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delawareon January 26, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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