Sarcos Technology and Robotics Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective March 18, 2024, Sarcos Technology and Robotics Corporation (the “Company”) changed its name to Palladyne AI Corp. (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) and was effectuated through the filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval of the Company’s stockholders and will not affect the rights of the Company’s security holders.
Additionally, effective March 18, 2024, the Board approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”) to reflect the Name Change and to remove expired lock-up provisions.
The foregoing description of the Name Change and the Amended and Restated Bylaws is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Amended and Restated Bylaws, respectively, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Notwithstanding the Name Change, the Company's securities will continue trading under the symbol “STRC”, on the Nasdaq Stock Market LLC (“Nasdaq”). There will be no change in the CUSIP numbers for the Company’s common stock and public warrants.
Item 7.01 Regulation FD Disclosure
On March 18, 2024, the Company issued a press release announcing the Name Change. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events
As previously disclosed in the Current Report on Form 8-K filed by the Company on October 27, 2023, on October 24, 2023 the Company received written notice from the Nasdaq Listing Qualifications Department that the closing bid price for the Company’s common stock had for 30 consecutive business days fallen below $1.00 per share, which is the minimum closing bid price required to maintain listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”).
On March 11, 2024, the Company received written notice from Nasdaq that it has regained compliance with the Minimum Bid Requirement by maintaining a closing bid price for the Company’s common stock of $1.00 per share or greater for ten consecutive business days, and that this matter is now closed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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3.1 |
Certificate of Amendment of Amended and Restated Certificate of Incorporation. |
3.2 |
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99.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL)
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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.
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Sarcos Technology and Robotics Corporation |
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Dated: |
March 18, 2024 |
By: |
/s/ Stephen Sonne |
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Name: Title: |
Stephen Sonne |