UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2022
Apollo Asset Management, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35107 | 20-8880053 | ||
| (State of Incorporation) | (Commission File Number) |
(IRS Employer Identification Number) |
9 West 57th Street, 43rd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing 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 | Trading Symbol(s) | Name of each exchange on which registered | ||
| 6.375% Series A Preferred Stock | AAM.PR A | New York Stock Exchange | ||
| 6.375% Series B Preferred Stock | AAM.PR B | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 February 7, 2022, the Board of Directors of Apollo Asset Management, Inc. (“AAM”) and the sole common stockholder of AAM each approved an amendment (the “Amendment”) to AAM’s second amended and restated certificate of incorporation that (i) decreased the number of AAM’s authorized shares of common stock from two hundred sixty million (260,000,000) to forty million (40,000,000), (ii) changed the par value of each share of common stock of AAM from $1.00 per share to $.00001 per share, and (iii) effectuated a reverse split of AAM’s common stock, whereby each issued share of AAM common stock immediately prior to such reverse split was reclassified into 0.0000040177318739233 shares of AAM common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, AAM’s issued and outstanding shares of common stock decreased from 248,896,649 to 1,000.
The provisions of the Amendment, including the Reverse Stock Split, became effective upon the filing of the Amendment with the Delaware Secretary of State on February 7, 2022
The above description of the Amendment, including the Reverse Stock Split, is a summary of the material terms thereof and is qualified in its entirety by reference to the Amendment a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Apollo Asset Management, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
APOLLO ASSET MANAGEMENT, INC. |
|||
| Date: February 11, 2022 | By: |
/s/ Jessica L. Lomm |
|
| Name: Jessica L. Lomm | |||
| Title: Vice President and Secretary | |||
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
APOLLO ASSET MANAGEMENT, INC.
Apollo Asset Management, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: That the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), declaring such amendment advisable and directing such amendment to be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration. The resolutions setting forth the proposed amendment are as follows:
RESOLVED, that Article IV, Section 4.01(a) of the Certificate of Incorporation is hereby deleted in its entirety and substituted with the following:
| “(a) | The total number of shares of all classes of stock that the Corporation shall have authority to issue is 80,000,000 which shall be divided into two classes as follows: |
| (i) | 40,000,000 shares of common stock, $.00001 par value per share (“Common Stock”); and |
| (ii) | 40,000,000 shares of preferred stock, $.00001 par value per share (“Preferred Stock”), of which (x) 11,000,000 shares are designated as “Series A Preferred Stock” (“Series A Preferred Stock”), (y) 12,000,000 shares are designated as “Series B Preferred Stock” (“Series B Preferred Stock”), and (z) the remaining 17,000,000 shares which may be designated from time to time in accordance with this Article IV.” |
RESOLVED, that Article IV, Section 4.01 of the Certificate of Incorporation is hereby amended by inserting the following paragraph at the end thereof as Section 4.01(d):
| “(d) | Immediately upon the filing and effectiveness of this Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Amendment Effective Time”), each one share of Common Stock that is issued and outstanding or held by the Corporation in treasury as of immediately prior to the Amendment Effective Time (such shares, the “Old Common Stock”) shall be reclassified, by combining such share of Old Common Stock into |
| 0.0000040177318739233 of a share of Common Stock as of immediately following the Amendment Effective Time (such shares, the “New Common Stock”), in each case automatically and without any action on the part of the Corporation or the holder thereof (such reclassification and combination, the “Reverse Stock Split”). Each certificate representing shares of Old Common Stock that were outstanding immediately prior to the Amendment Effective Time shall, from and after the Amendment Effective Time, continue to represent that number of shares of New Common Stock into which such shares of Old Common Stock have been combined pursuant to the Reverse Stock Split; provided, however, upon surrender to the Corporation of any such certificate by the registered holder thereof, such holder shall be entitled to receive a new certificate evidencing and representing that number of shares of New Common Stock into which the shares of Old Common Stock formerly represented by such certificate have been combined pursuant to the Reverse Stock Split.” |
SECOND: That the foregoing amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be duly executed on this 7th day of February, 2022.
|
APOLLO ASSET MANAGEMENT, INC. |
|||
| By: |
/s/ Jessica L. Lomm |
||
| Name: | Jessica L. Lomm | ||
| Title: | Vice President and Secretary | ||
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