Current Report Filing (8-k)
22 February 2018 - 8:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
February 14, 2018
AURA SYSTEMS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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0-17249
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95-4106894
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10541 Ashdale St.
Stanton, CA 90680
(Address of principal executive offices)
(310) 643-5300
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2).
☐ 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. ☐
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Item 3.03
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Material Modification to Rights of Security Holders
.
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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 by reference herein.
Adjustments to Convertible Securities
In connection with the Reverse Stock Split described
in Item 5.03 below, the Company’s outstanding warrants and convertible promissory notes will be adjusted (provided that,
in connection with the automatic conversion of convertible promissory notes described in Item 8.01 below, no change to the applicable
conversion price of such notes occurred). Furthermore, all shares of Common Stock subject to outstanding equity awards (including
stock options) under the Company’s equity incentive plans, and the number of shares of Common Stock which have been authorized
for issuance under these plans but as to which no equity awards have yet been granted, or which have been returned upon cancellation
or expiration of such equity awards, were converted at the Split Effective Time (as defined in Item 5.03 below) into one-seventh
of the number of such shares immediately preceding the Reverse Stock Split. In addition, the exercise price of outstanding equity
awards were multiplied by seven. No fractional shares with respect to the shares subject to the outstanding equity awards were
issued following the Reverse Split. If the number of shares subject to any outstanding equity award immediately before the Reverse
Stock Split was not evenly divided by seven, such number was rounded down to the nearest whole number, with the fractional interest
disregarded.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Reverse Stock Split
Pursuant to the authorization granted by the
stockholders of Aura Systems, Inc., a Delaware corporation (the “
Company
”), at the Company’s Annual Meeting
of Stockholders held on January 11, 2018, the Company's Board of Directors approved a reverse stock split of all of the outstanding
shares of the Company’s common stock, par value $0.0001 per share (the “
Common Stock
”), whereby each seven
shares of Common Stock was combined and changed into one share of Common Stock (the “
Reverse Stock Split
”).
On February 14, 2018, the Company filed with
the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate
of Incorporation (the “
Certificate of Amendment
”) to implement the Reverse Stock Split. Pursuant to the Certificate
of Amendment, the Reverse Stock Split was effective as of February 14, 2018 at 5:00 p.m. Eastern time (the “
Split Effective
Time
”). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
At the Split Effective Time, all shares of Common
Stock issued and outstanding immediately prior to the Split Effective Time were automatically reclassified into a smaller number
of shares such that each seven shares of issued Common Stock immediately prior to the Split Effective Time were combined and reclassified
into one share of Common Stock. No fractional shares were issued, and in lieu thereof, any person who would otherwise be entitled
to a fractional share of Common Stock as a result of the Reverse Stock Split will be entitled to receive a cash payment equal to
the fraction to which such holder would otherwise be entitled multiplied by the closing price of a share of Common Stock on the
OTC Bulletin Board on February 14, 2018. To reflect the Reverse Stock Split, proportional adjustments were made to the Company’s
equity awards and equity compensation plans. The Reverse Stock Split did not affect the par value per share of the Common Stock.
Interwest Transfer Co, Inc., the Company’s transfer agent, is acting as exchange agent for purposes of implementing the exchange
of any stock certificates and the payment of cash in lieu of fractional shares.
The Company’s Amended and Restated Certificate
of Incorporation, as amended by the Certificate of Amendment, continues to authorize the Company to issue a maximum of 75 million
shares of Common Stock.
Automatic Conversion of Convertible Notes
As previously reported, the Company had
outstanding certain convertible promissory notes (the “
Convertible Notes
”) which provided for automatic
conversion of all or a portion of the Company indebtedness represented by such Convertible Notes upon the Split Effective
Time. As a result of these provisions, upon the Split Effective Time, $40,032,822 of the Company’s indebtedness
automatically converted into 25,659,478 shares of Common Stock.
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Item 9.01
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Financial Statements and Exhibits
.
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(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.
Dated: February 21, 2018
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By:
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/s/ Melvin Gagerman
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Melvin Gagerman
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Chief Executive Officer
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