8-K
filed July 24, 2023, 7:59 PM ET
ticker IMDX
CIK 0001642380
other material
confidence high
sentiment negative
materiality 0.70
Oncocyte implements 1-for-20 reverse stock split to regain Nasdaq compliance
Insight Molecular Diagnostics Inc.
- Reverse stock split at 1-for-20 effective 5:00 p.m. PT July 24, 2023; trading on split-adjusted basis July 25.
- Shareholders approved at special meeting July 24; Board determined ratio; authorized shares not reduced.
- Post-split shares approximately 8.24 million; fractional shares paid in cash at $4.3660 per pre-split share.
- Split intended to regain Nasdaq minimum bid price compliance; symbol remains OCX, CUSIP changes to 68235C206.
- Proportionate adjustments to convertible preferred, warrants, stock options, and equity plans.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Insight Molecular Diagnostics Inc.: The Company filed a Certificate of Amendment to effect a 1-for-20 reverse stock split, effective July 24, 2023, to regain Nasdaq minimum bid price compliance (effective 2023-07-24).
- Change
- charter amendment
- Effective
- 2023-07-24
Exact text from the filing
The Company filed a Certificate of Amendment of Articles of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of California to effect the reverse stock split (but not the authorized share reduction). The reverse stock split will become effective as of 5:00 p.m. Pacific time on July 24, 2023 (the “ Effective Time ”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Insight Molecular Diagnostics Inc. shareholders approved To approve an amendment to the Company’s 2018 Equity Incentive Plan (as amended, the “Incentive Plan”) to eliminate the limitation on the number of shares of Common Stock that can be granted to any individual participant under the Incentive Plan during any one-year period at the 2023-07-24 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-07-24
Exact text from the filing
The shareholders of the Company approved Proposal No. 3 approving the amendment to the Incentive Plan by the following vote:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Insight Molecular Diagnostics Inc. shareholders approved To approve granting the Board the authority to exercise its discretion at any time within one year after shareholder approval is obtained to amend the Company’s Articles of Incorporation to reduce the number of authorized shares of Common Stock by a corresponding ratio to the reverse stock split if, at the 2023-07-24 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-24
Exact text from the filing
The shareholders of the Company approved Proposal No. 2 granting the Board the authority to effect a reduction of the authorized shares of Common Stock by the following vote:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Insight Molecular Diagnostics Inc. shareholders approved To approve granting the Board the authority to exercise its discretion to amend the Company’s Articles of Incorporation to effect a reverse stock split of its outstanding shares of the Common Stock to regain compliance with The Nasdaq Stock Market’s minimum bid price requirement, at any of the follo at the 2023-07-24 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-07-24
Exact text from the filing
The shareholders of the Company approved Proposal No. 1 granting the Board the authority to effect a reverse stock split at any of the proposed ratios, including a ratio of one-for- twenty, in each case, by the vote set forth below:
View on SEC.gov
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