OpGen shareholders remove Series E conversion cap; authorize reverse split up to 1:10

CapForce Inc.

Stockholders approved removal of 19.99% ownership limitation on Series E Preferred Stock, allowing conversion and voting without limit.
Share issuance to CEO David Lazar upon conversion will trigger a change of control under Nasdaq rules.
Reverse stock split authorized at ratio between 1:2 and 1:10, with board discretion on timing and implementation.
All proposals passed with overwhelming majority; 14.8M votes out of 26.4M total cast at special meeting on May 9, 2024.
Amendment filed with Delaware Secretary of State on May 9, 2024; no other changes to certificate of designation.

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 0.9

CapForce Inc.: Removed the Ownership Limitation on conversion and voting of Series E Preferred Stock (effective 2024-05-09).

Change: charter amendment
Effective: 2024-05-09

Exact text from the filing

The Amendment removes such Ownership Limitation so that the shares of Series E Preferred Stock may be converted and voted without regard to such Ownership Limitation.

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Source: SEC EDGAR

accession 0001829126-24-003340

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