SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 6, 2020 (October 5, 2020)
Novus Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
19900 MacArthur Blvd., Suite 550
Irvine, California 92612
(Address of principal executive offices, including Zip Code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, $0.001 par value||NVUS||Nasdaq Capital Market|
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
On October 5, 2020, Novus Therapeutics, Inc. (the Company) implemented a reverse split of its issued and outstanding common stock at a ratio of 1-for-18 (the Reverse Stock Split). As a result of the Reverse Stock Split, every 18 shares of the Companys common stock issued and outstanding as of 12:01 a.m. (Eastern Time) on October 5, 2020 were automatically combined and converted into one share of common stock, par value $0.001 per share. The Companys common stock will continue to trade on the Nasdaq Capital Market under the symbol NVUS, but has been assigned a new CUSIP number (67011N 204). The Reverse Stock Split reduces the number of shares of common stock issuable upon the conversion of the Companys outstanding preferred stock and the exercise or vesting of its outstanding stock options, restricted stock units and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such convertible notes, stock options and warrants. The Reverse Stock Split did not change the total number of authorized shares of common stock or preferred stock.
No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split impacts all holders of the Companys common stock proportionally and does not impact any stockholders percentage ownership of common stock (except to the extent the reverse stock split results in any stockholder owning only a fractional share).
The Reverse Stock Split was implemented pursuant to a Certificate of Amendment to the Companys Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1. The Company effected the Reverse Stock Split in accordance with the authority granted to the Companys Board of Directors at the Companys 2020 Annual Meeting of Stockholders, which was held on May 12, 2020, at which time the Companys stockholders authorized the Board of Directors to effect a stock split within a range of 1-for-10 to 1-for-30.
|Item 9.01|| |
Financial Statements and Exhibits
|3.1||Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective as of October 5, 2020|
* * *
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.
|Novus Therapeutics, Inc.|
|Date: October 6, 2020||By:|
|Name:||David-Alexandre C. Gros, M.D.|
|Title:||Chief Executive Officer|
CERTIFICATE OF AMENDMENT OF THE RESTATED
CERTIFICATE OF INCORPORATION OF NOVUS THERAPEUTICS, INC.
Novus Therapeutics, Inc. (the Corporation), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the General Corporation Law), does hereby certify as follows:
1. The current name of the Corporation is Novus Therapeutics, Inc.
2. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 26, 2004 and was amended and restated on April 27, 2004, May 30, 2007, October 14, 2008, May 6, 2009, November 15, 2010, September 9, 2011 and May 10, 2013, further amended on February 27, 2014, April 17, 2014 and August 29, 2014, further amended and restated on September 22, 2014, and further amended on May 9, 2017.
3. The Board of Directors of the Corporation duly adopted resolutions pursuant to Section 242 of the General Corporation Law proposing this Amendment of the Corporations Restated Certificate of Incorporation and declaring the advisability of this Amendment of the Restated Certificate of Incorporation and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment is as follows:
RESOLVED, that the first paragraph of Article FOURTH of the Restated Certificate of Incorporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof:
FOURTH: Effective as of 12:01 a.m. on October 5, 2020 (the Effective Time), a one-for-eighteen reverse stock split of the Corporations common stock, $0.001 par value per share (the Common Stock), shall become effective, pursuant to which each eighteen shares of Common Stock issued or outstanding (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the Reverse Stock Split). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 par value per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the fair value per share of the Common Stock immediately prior to the Effective Time as determined by the Board of Directors of the Corporation.
Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time); provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 205,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $0.001 par value per share (Common Stock), and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share (Preferred Stock).
4: This Certificate of Amendment of the Restated Certificate of Incorporation has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be signed by its Chief Executive Officer this second day of October, 2020.
David-Alexandre C. Gros, M.D.
Chief Executive Officer