Performant Financial Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$PFMT
Other Consumer Services
Consumer Discretionary
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): December 9, 2024
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
The | ||||||||
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).
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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. | ||||
On December 9, 2024 Performant Healthcare, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from Performant Financial Corporation to Performant Healthcare, Inc., effective December 9, 2024 (the “Name Change”). The Name Change was approved by the Board of Directors of the Company on December 9, 2024. Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated by reference.
In connection with the Name Change, the Board of Directors of the Company approved an amendment and restatement of the Company’s bylaws, also effective as of December 9, 2024 (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws reflect the Name Change, as well as certain other technical changes. A copy of the Second Amended and Restated Bylaws is attached as Exhibit 3.2 hereto and incorporated by reference.
In connection with the Name Change, the Company intends to transition its common stock to trade under the new ticker symbol “PHLT,” which will replace the current ticker symbol “PFMT.” The Name Change does not affect the rights of the Company’s security holders. There will be no change to the Company’s CUSIP in connection with the Name Change.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit No. | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
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: December 10, 2024
| PERFORMANT HEALTHCARE, INC. | |||||||||||
| By: | /s/Simeon Kohl | ||||||||||
| Simeon Kohl | |||||||||||
| Chief Executive Officer | |||||||||||