Current Report Filing (8-k)
11 March 2023 - 8:32AM
Edgar (US Regulatory)
0001792581
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0001792581
2023-03-10
2023-03-10
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iso4217:USD
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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):
March 10, 2023
Kiromic BioPharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39619 |
|
46-4762913 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
7707 Fannin, Suite 140
Houston, TX, 77054
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone number, including
area code (832) 968-4888
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, $0.001 par value |
|
KRBP |
|
The Nasdaq Stock Market LLC |
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 x
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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As previously disclosed, Kiromic Biopharma, Inc
(the “Company”) held a special meeting of stockholders on March 7, 2023 (the “Meeting”). At the Meeting, the Company’s
stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s
outstanding shares of common stock, par value $0.001, within a range of one-for-two (1-for-2) to a maximum of a one-for-thirty (1-for-30)
split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion.
Following the Meeting, the board of directors
approved a one-for-thirty (1-for-30) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse
Stock Split”). On March 10, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment
to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock
Split became effective as of 4:01 p.m. Eastern Time on March 10, 2023, and the Company’s common stock is expected to begin trading
on a split-adjusted basis when the Nasdaq Stock Market opens on March 13, 2023.
When the Reverse Stock Split becomes effective,
every 30 shares of the Company’s issued and outstanding common stock will automatically be combined, converted and changed into
1 share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition,
a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding
stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant
to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result
of the Reverse Stock Split will be rounded up to the next whole share. Holders of the Company’s common stock held in book-entry
form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders
of record will be receiving information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock
Split.
The Company’s common stock will continue
to trade on the Nasdaq Stock Market LLC under the existing symbol “KRBP”, but the security has been assigned a new CUSIP number
(497634204).
The foregoing description of the Certificate of
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On March 10, 2023, the Company issued a press
release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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.
|
Kiromic BioPharma, Inc. |
|
|
Date: March 10, 2023 |
By: |
/s/ Pietro Bersani |
|
|
Pietro Bersani |
|
|
Chief Executive Officer |
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