Singularity Future Technology Ltd. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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Item 3.03 Material Modification to Rights of Security Holders.
On February 9, 2024, Singularity Future Technology Ltd. (the “Company”) effectuated a 1-for-10 reverse stock split of its common stock. Beginning on February 12, 2024, the Company's common stock trades on The Nasdaq Stock Market on a split adjusted basis. Upon effectiveness of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Instead, any fractional shares that would have resulted from the split was rounded up to the next whole number. Trading in the common stock continues on the Nasdaq Stock Market under the symbol “SGLY”. The new CUSIP number for the common stock following the reverse stock split is 82935V 307.
As previously reported, at the annual meeting of stockholders of the Company on October 18, 2023, the stockholders approved a proposal to amend the Company's Amended and Restated Articles of Incorporation to effect a reverse split of the Company's outstanding common stock at a ratio in the range of 1-for-2 to 1-for-10 to be determined at the discretion of the Board of Directors, whereby each outstanding 2 to 10 shares would be combined, converted and changed into 1 share of Common Stock. On January 8, 2023, the Board of Directors of the Company unanimously approved the reverse stock split and an amendment to the Amended and Restated Articles of Incorporation (the “Amendment”).
The reverse stock split was intended to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ Stock Market. The reverse stock split did not affect the number of total authorized shares of common stock of the Company.
A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
Item 8.01. Other Events.
On January 30, 2024, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
| Exhibit No | Document | |
| 3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation as filed by Singularity Future Technology Ltd. with the Virginia State Corporation Commission, effective on February 9, 2024 | |
| 99.1 | Press Release dated January 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Dated: February 15, 2024 | Singularity Future Technology Ltd. | |
| By: | /s/ Ziyuan Liu | |
| Name: | Ziyuan Liu | |
| Title: | Chief Executive Officer | |
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