Iveda Solutions Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03. Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year.
As previously reported, on September 5, 2024, Iveda Solutions, Inc. (the “Company”) filed a Certificate of Change pursuant to NRS 78.209 with the Secretary of State of the State of Nevada to effect a 1-for-4 reverse stock split (the “Initial Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). On September 13, 2024, prior to the Initial Reverse Stock Split having been effected on Nasdaq, and in order to better ensure compliance with Nasdaq listing requirements, the Company filed an additional Certificate of Change pursuant to NRS 78.209 with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a subsequent 1-for-2 reverse stock split (the “Additional Reverse Stock Split,” and together with the Initial Reverse Stock Split, the “Reverse Stock Split”) so that the Common Stock will be split, in the aggregate, on a 1 for 8 basis.
The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the “Minimum Bid Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), for continued listing on The Nasdaq Capital Market. As previously disclosed, on September 28, 2023, the Company was notified by the Listing Qualifications Staff (the “Staff”) of Nasdaq that the Company did not meet the minimum closing bid price requirement of $1.00 for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2).
The Reverse Stock Split is expected to be effective at the commencement of trading on September 17, 2024. Following the Reverse Stock Split, the number of the Company’s outstanding shares will be reduced from the original pre-split amount of 18,069,891 to approximately 2,258,737. The Certificate of Change also decreases the number of authorized shares of Common Stock from 37,500,000 to 4,687,500. The Company will adjust the number of shares available for the number of outstanding awards, the exercise price per share of outstanding warrants, including the Company’s warrants listed on the Nasdaq Capital Market under the symbol IVDAW which will retain its existing CUSIP number, plus stock options and other terms of outstanding awards issued to reflect the effects of the Reverse Stock Split. The Reverse Stock Split does not affect the Company’s authorized preferred stock.
No fractional shares will be issued in connection with the reverse stock split and fractional shares will be rounded up to the nearest whole number. The trading symbol for the Common Stock will remain “IVDA.” The Common Stock was assigned a new CUSIP number (46583A303) which will be effective following the Reverse Stock Split.
The Reverse Stock Split was approved by the Board of Directors of the Company and given effect pursuant to and in accordance with NRS 78.207 and, as such, no stockholder approval of the Reverse Stock Split is required.
The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits
(a) Exhibits
| Number | Description | |
| 3.1 | Certificate of Change | |
| 99.1 | Press Release date September 13, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| IVEDA SOLUTIONS, INC. | ||
| Date: September 13, 2024 | By: | /s/ Robert J Brilon |
| Name: | Robert J. Brilon | |
| Title: | Chief Financial Officer | |