SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (§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.
Material Modification to Rights of Security Holders.
The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 27, 2022 (the “Effective Date”), Solid Biosciences Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which effected, as of 5:00 p.m. Eastern Time, on the Effective Date, a one-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, $0.001 par value per share (the “Common Stock”).
As a result of the Reverse Stock Split, every 15 shares of Common Stock issued and outstanding was converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment.
The Reverse Stock Split reduced the authorized number of shares of Common Stock from 300,000,000 to 20,000,000 and, pursuant to the Certificate of Amendment, such reduced authorized number of shares of Common Stock was subsequently multiplied by three, such that following the Reverse Stock Split the Company has 60,000,000 shares of Common Stock authorized. The Reverse Stock Split did not change the par value of the Common Stock. All outstanding stock options, warrants and restricted stock units, entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, as the case may be, were adjusted as a result of the Reverse Stock Split, as required by the terms of these securities.
As previously disclosed in a Current Report on Form 8-K filed on June 9, 2022, at the Company’s Annual Meeting of Stockholders held on June 7, 2022, the stockholders of the Company voted to approve the Certificate of Amendment. The Board of Directors of the Company approved and authorized the filing of the Certificate of Amendment following its approval by the stockholders.
Trading of the Common Stock on a Reverse Stock Split-adjusted basis will begin at the opening of trading on October 28, 2022.
The summary 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, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Financial Statements and Exhibits.
|Certificate of Amendment to Certificate of Incorporation of Solid Biosciences Inc.
|Cover Page Interactive Data File (embedded within the Inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|SOLID BIOSCIENCES INC.
|Date: October 27, 2022
Chief Executive Officer
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
SOLID BIOSCIENCES INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Solid Biosciences Inc. (hereinafter called the Corporation), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved and adopted said proposed amendment at an annual meeting of stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:
|That the first sentence of Article IV of the Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following three paragraphs are inserted in lieu thereof:
|That, effective upon the effective time of this Certificate of Amendment to Certificate of Incorporation (this Certificate of Amendment) with the Secretary of State of the State of Delaware (the Effective Time), a one-for-15 reverse stock split of the Corporations common stock, $0.001 par value per share (the Common Stock), shall become effective, pursuant to which each 15 shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the Reverse Stock Split). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book entry position which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to
|a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the closing price per share of the Common Stock on the Nasdaq Global Select Market at the close of business on the date of the Effective Time.
|Each stock certificate or book entry position that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate or book entry position have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time); provided, however, that each person of record holding a certificate or book entry position that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate or book entry position, a new certificate or book entry position evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate or book entry position shall have been reclassified.
|The aggregate number of shares that the Corporation shall have authority to issue is 70,000,000 shares consisting of:
1. 60,000,000 shares of Common Stock; and
2. 10,000,000 shares of Preferred Stock, $0.001 par value per share (the Preferred Stock).
SECOND: This Certificate of Amendment shall be effective at 5:00 p.m., Eastern Time, on October 27, 2022.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this Certificate of Amendment to be signed by its President and Chief Executive Officer this 27th day of October, 2022.
|SOLID BIOSCIENCES INC.
|President and Chief Executive Officer
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