8-K
filed September 15, 2023, 7:59 PM ET
ticker FABC
CIK 0001086745
other material
confidence high
sentiment neutral
materiality 0.70
AYRO stockholders approve 1-for-8 reverse stock split, authorized share increase to 200M
Fabric.AI, Inc.
- Reverse stock split at 1-for-8 ratio effective 4:00 p.m. ET Sept 15; trading on split-adjusted basis from Sept 18.
- Outstanding shares reduced from ~37.73M to ~4.72M; no change in par value; fractional shares rounded up.
- Authorized common shares increased from 100M to 200M; incentive plan share reserve raised by 5.75M to 9.84M.
- Purpose: to regain compliance with Nasdaq $1.00 minimum bid continued listing requirement.
- All proposals approved at special meeting Sept 14; stockholders voted in favor of all five matters.
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 0.97
Fabric.AI, Inc.: Filed a reverse stock split amendment to the certificate of incorporation at a ratio of 1-for-8, effective September 15, 2023 (effective 2023-09-15).
- Change
- charter amendment
- Effective
- 2023-09-15
Exact text from the filing
On September 14, 2023, the Company filed the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of 4:00 p.m. (New York time) on September 15, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.97
Fabric.AI, Inc.: Filed a share increase amendment to the certificate of incorporation to authorize an increase in common shares from 100,000,000 to 200,000,000, effective September 15, 2023 (effective 2023-09-15).
- Change
- charter amendment
- Effective
- 2023-09-15
Exact text from the filing
On September 14, 2023, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware to effect the Increase of Authorized Shares, effective as of 4:05 p.m. (New York time) on September 15, 2023.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fabric.AI, Inc. shareholders approved Reverse Stock Split Proposal - approve Reverse Stock Split Amendment and effect reverse stock split at the 2023-09-14 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-09-14
Exact text from the filing
2. A proposal to approve the Reverse Stock Split Amendment and to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the Reverse Stock Split Amendment is approved by the Company’s stockholders at the Special Meeting, the Reverse Stock Split (the “Reverse Stock Split Proposal”). For Against Abstain 41,248,619 3,024,342 99,002
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fabric.AI, Inc. shareholders approved Share Increase Proposal - approve Share Increase Amendment to increase authorized shares of Common Stock from 100,000,000 to 200,000,000 at the 2023-09-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-09-14
Exact text from the filing
3. A proposal to approve the Share Increase Amendment and authorize the Board, at its discretion, to effect the Increase of Authorized Shares (the “Share Increase Proposal”); For Against Abstain Broker Non-Votes 40,714,087 3,447,437 210,439 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fabric.AI, Inc. shareholders approved Issuance Proposal - authorize issuance of shares of Common Stock underlying convertible preferred stock and warrants at the 2023-09-14 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-09-14
Exact text from the filing
1. A proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated August 7, 2023, by and among the Company and the investors named therein, and an engagement agreement between the Company and Palladium Capital Group, LLC, in an amount equal to or in excess of 20% of the Common Stock outstanding before the issuance of such convertible preferred stock and warrants (including any amortization payments made to the holders of such convertible preferred stock in the form of issuance of shares of Common Stock and upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants) (the “Issuance Proposal”). For Against Abstain Broker Non-Votes 4,653,024 716,400 78,920 0
View on SEC.gov
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