Psychemedics Corporation filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the events described in Item 8.01 below, on December 3, 2024, Psychemedics Corporation (the “Company”) provided advance notice to the Nasdaq Stock Market LLC of its intent to voluntarily withdraw the Company’s common stock, par value $0.005 per share (the “Common Stock”), from listing on the Nasdaq Capital Market and to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.
The Company intends to file a Form 25 Notification of Removal from Listing and/or Registration and a Form 15 with the Securities and Exchange Commission (the “Commission”) and cease reporting as a public company.
| Item 8.01 | Other Events. |
Following the Company’s annual meeting of stockholders on November 25, 2024, where, among other matters, the holders of a majority of the Company’s issued and outstanding shares of Common Stock entitled to vote approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a 1-for-5,000 reverse stock split of the Common Stock (the “Reverse Stock Split”), followed immediately by a 5,000-for-1 forward stock split of the Common Stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Stock Split”), the Company filed certificates of amendment to the Certificate of Incorporation with the State of Delaware to effect the Reverse Stock Split, followed immediately by the Forward Stock Split, both effective on December 3, 2024 at 5:01 and 5:02 p.m. Eastern Time, respectively. As a result of the Stock Split, each stockholder owning fewer than 5,000 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will receive $2.35 per share, without interest, in cash for each share of Common Stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholder will no longer be a stockholder of the Company.
Stockholders who own 5,000 or more shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split that will immediately follow the Reverse Stock Split will reconvert whole shares and fractional share interests held by such stockholders back into the same number of shares of Common Stock held by such stockholders immediately before the effective time of the Reverse Stock Split. As a result, the total number of shares of Common Stock held by such stockholders will not change.
The foregoing description of the certificates of amendment to the Certificate of Incorporation is not complete and is subject to and qualified in its entirety by reference to each such certificate of amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
The press release announcing the Stock Split is filed as Exhibit 99.1 and is incorporated herein by reference.
For a more detailed discussion of the Stock Split, please see the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on October 18, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Certificate of Amendment, filed December 3, 2024, to effect the 1-for-5,000 Reverse Stock Split. |
| 3.2 | Certificate of Amendment, filed December 3, 2024, to effect the 5,000-for-1 Forward Stock Split. |
| 99.1 | Press release, dated December 2, 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.
| PSYCHEMEDICS CORPORATION | ||
| Date: December 3, 2024 | ||
| By: | /s/ Brian Hullinger | |
| Name: | Brian Hullinger | |
| Title: | President and Chief Executive Officer | |