US WELL SERVICES, INC. : Significant changes to the rights of security holders, changes to the articles of association or regulations; Change of year, disclosure of FD regulations, financial statements and supporting documents (form 8-K)

Item 3.03 Significant Change in Rights of Securityholders.

To the extent required by Section 3.03 of Form 8-K, the information regarding the Reverse Split (as defined below) contained in Section 5.03 of this current report on Form 8-K is incorporated by reference herein.

Section 5.03 Amendments to Articles of Incorporation or Bylaws; Tax change

Year.

As stated previously, American Well Services, Inc. (the “Company”) held its annual meeting of shareholders on May 14, 2021, in which the shareholders of the Company approved a proposal to authorize the Board of Directors of the Company (the “Board”), to amend the second amended and restated certificate of incorporation of the Company (the “ Charter ”) in order to implement a split of the company’s class A ordinary shares, par value $ 0.0001 per share (“Common Shares”), at a ratio of at least one to two (1: 2) and no more than one to ten (1:10), the exact ratio to be determined by the Board at its discretion (the “Reverse Split”).

By virtue of the authorization granted by the holders of Ordinary Shares of the Company, the September 10, 2021, the Board approved a final ratio for the Reverse Split of 1: 3.5 (1: 3.5). At September 30, 2021, the company has filed a certificate of charter amendment (the “Amendment”) with the Secretary of State for
Delaware state to perform the Reverse Split at a ratio of 1: 3.5 (1: 3.5). The Reverse Split entered into force on 11:59 p.m. EST to
September 30, 2021 (the “Effective Period”). As a result of the Reverse Split, upon Effective Date, all three and a half (3.5) issued and outstanding Common Shares were automatically converted into one (1) issued and outstanding Common Share, without any change in the par value per share.

The Reverse Split will affect all shareholders in a uniform manner and will not affect the percentage interest of any shareholder in the equity of the Company. No fractional shares were issued following the Reverse Split. Shareholders who would otherwise be entitled to receive a fraction of a share as a result of the Reverse Split will receive an additional whole share of Ordinary Shares. No shareholder will receive cash instead of fractional shares.

There will be no change in the number of authorized common shares that the Company will have the power to issue. Proportional adjustments will be made to the number of common shares that may be issued upon exercise or conversion of allotments of Company shares, convertible preferred shares and warrants, as well as the applicable exercise price. .

Shareholders holding shares in brokerage accounts should direct any questions regarding the reverse stock split to their broker; all other shareholders may direct questions to the Company’s transfer agent, Continental share transfer and trust, at 800-509-5586 or [email protected]

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 3.1 to this current report on Form 8-K and is incorporated herein by reference.

Section 7.01 Regulation FD Disclosure

At September 30, 2021, the Company issued a press release announcing the Reverse Split. The press release is filed as Exhibit 99.1 of this Form 8-K and is incorporated herein by reference.

In accordance with Policy Statement B.2 of Form 8-K, the above information disclosed under this Section 7.01, including Schedule 99.1, will not be considered “filed” for the purposes of Section 18. of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the requirements of this section, nor will such information and Exhibit 99.1 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as must be expressly indicated by specific reference in this filing.

Item 9.01 Financial statements and supporting documents.


(d)  Exhibits.



Exhibit
Number                                    Description

3.1            Certificate of Amendment to the Second Amended and Restated
             Certificate of Incorporation of U.S. Well Services, Inc., dated as of
             September 30, 2021.

99.1           Press Release, dated as of September 30, 2021.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




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