STRC Palladyne AI Corporation

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 Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 20, 2023, Sarcos Technology and Robotics Corporation (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-6 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 4:01 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). The total number of authorized shares of our common stock will be reduced from 990,000,000 to 165,000,000. The common stock is expected to begin trading on a post-split basis on The Nasdaq Global Market (“Nasdaq”) as of the open of trading on July 6, 2023, and the trading symbol will continue to be “STRC”. In connection with the Reverse Stock Split, the CUSIP number for the Company's common stock has been changed to 80359A 205; the CUSIP number for the Company's public warrants will not change.

The Company’s stockholders approved the Certificate of Amendment to effect the Reverse Stock Split at the Annual Meeting of Stockholders held on June 14, 2023 (the “Annual Meeting”), which was previously disclosed in the Company's Current Report on Form 8-K filed on June 16, 2023. Following the Annual Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-6.

As a result of the Reverse Stock Split, every six (6) shares of the Company’s issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. Any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be paid out in cash. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company’s outstanding warrants, options and restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans.

Continental Stock Transfer & Trust Company, the Company’s transfer agent, is acting as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.

The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release announcing the Reverse Stock Split is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.