UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2019

APEX GLOBAL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware

    

0‑18640

    

95‑4182437

(State or Other Jurisdiction of

 

(Commission

 

(I.R.S. Employer

Incorporation)

 

File Number)

 

Identification Number)

 

5990 Sepulveda Boulevard

Sherman Oaks, California 91411

(Address of Principal Executive Offices) (Zip Code)

(818) 908‑9868

(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 240.14d‑2(b))

☐

Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.02 per share

 

APEX

 

The Nasdaq Capital Market

 

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.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference

Item 5.03  Amendments to Article of Incorporation or Bylaws.

On September 24, 2019, Apex Global Brands Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a one-for-three (1:3) reverse split of the Company’s outstanding common stock, par value $0.02 per share (the “Reverse Stock Split”) with a delayed effective date of September 27, 2019.  The Reverse Stock Split reduces the number of the Company’s outstanding shares of common stock from approximately 16.6 million shares to approximately 5.5 million shares and reduces the number of authorized shares of common stock from 30.0 million shares to 10.0 million shares. No fractional shares of common stock will be issued in connection with the Reverse Stock Split. Instead, the Company will pay cash to any stockholder who would be entitled to fractional shares as a result of the Reverse Stock Split equal to such fraction multiplied by the most recent closing price per share of the common stock as reported on the Nasdaq Capital Market as of the Effective Time, as adjusted to reflect the Reverse Stock Split. The Reverse Stock Split will become effective at 12:01 a.m. Eastern time on September 27, 2019 and the common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis at market open on September 27, 2019. In connection with the Reverse Stock Split, the CUSIP number for the common stock has been changed to 03755M201 .

A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

 

2

SIGNATURES

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 hereunto duly authorized.

 

 

APEX GLOBAL BRANDS INC.

 

 

 

 

September 26, 2019

By:

/s/ Steven L. Brink

 

 

Steven L. Brink

 

 

Chief Financial Officer

 

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