| Item 5.03. |
Amendment to Articles of Incorporation or By-laws; Change in Fiscal Year. |
On February 29, 2024, Edgio, Inc. (the “Company”), filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter”), with the Secretary of State of the State of Delaware effecting a one-for-forty (1-for-40) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 (the “Common Stock”) (the “Certificate of Amendment”). The Certificate of Amendment became effective on March 1, 2024.
As previously disclosed, the Certificate of Amendment was previously approved by the Company’s stockholders on January 26, 2024. On that date, at a special meeting of the stockholders, the Company received approval from holders of the required shares of voting securities of the Company granting discretionary authority to the Board to file an amendment to the Charter to authorize a reverse stock split of the Company’s Common Stock, with a ratio ranging from any whole number between 1-for-10 and 1-for-50 shares.
The above descriptions of the Certificate of Amendment do not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment attached hereto as Exhibit 3.1.
The information set forth in Item 5.03 is incorporated by reference.
On March 1, 2024, as a result of the Reverse Stock Split, every forty (40) shares of the Company’s issued and outstanding Common Stock were converted into one (1) share of issued and outstanding Common Stock. The number of authorized shares remain unchanged. The Reverse Stock Split was effected simultaneously for all of our outstanding Common Stock and the exchange ratio is the same for all of our outstanding Common Stock. The Reverse Stock Split affected all of our stockholders uniformly. The Reverse Stock Split has no impact on stockholders’ proportionate equity interest or voting rights in the Company or the par value of the Common Stock, which remains unchanged, except to the extent that the Reverse Stock Split results in any of our stockholders receiving fair value in cash of any fractional shares they would otherwise be entitled to as a result of the Reverse Stock Split. Following the Reverse Stock Split, stockholders are to receive instructions from Edgio’s transfer agent on how a stockholder should surrender his or her certificate(s) representing shares of Common Stock to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split Common Stock. Stockholders who hold their shares in brokerage accounts are not required to take any action to exchange their shares. The new CUSIP number for the Common Stock is 53261M203.
As previously disclosed in the Form 8-K filed on February 27, 2024, the Company issued a press release announcing the effective date of the Reverse Stock Split. A copy of the press release was filed as Exhibit 99.1 and was incorporated by reference into the Form 8-K filed on February 27, 2024.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K: