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): December 28, 2022


CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
001-38523
82-4228671
(State or other jurisdiction of  incorporation)
(Commission File Number)
(IRS Employer Identification No.)

12601 Plantside Drive
Louisville, Kentucky
40299
(Address of Principal Executive Offices)
(Zip Code)

(Registrant’s telephone number, including area code): (502) 245-1353
 

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
Common Stock, par value $0.01 per share
CHRA
New York Stock Exchange
8.50% Senior Notes due 2026
CHRB
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 (§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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 28, 2022, Charah Solutions, Inc. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock, par value $0.01 per share (the “Common Stock”), was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate impact on the listing of the Company’s Common Stock, which will continue to be listed and traded on the NYSE during this period, subject to the Company’s compliance with other listing standards, under the symbol “CHRA.”

The Company has six months following receipt of the Notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company is unable to regain compliance with the NYSE’s continued listing standards within this period, the NYSE will initiate procedures to suspend and delist the Common Stock.

As required by Section 802.01C, the Company will notify the NYSE within 10 business days of receipt of the Notice that it intends to cure the stock price deficiency and to return to compliance with the NYSE’s continued listing standards. The Company is considering all available options to regain compliance with the NYSE’s continued listing standards, including through the implementation of the one-for-ten reverse stock split of the Company’s Common Stock as further discussed under Item 3.03 of this Current Report on Form 8-K, in order for the Company to seek to increase the closing share price of the Common Stock and regain compliance with the NYSE’s continued listing standards. The reverse stock split is, absent other factors, expected to proportionately increase the share price of the Company’s Common Stock to a level above the current market trading price, although there is no assurance that this will occur. Additionally, there is no assurance that the reverse stock split will allow the Company to regain compliance with the NYSE’s continued listing standards.

Item 3.03
Material Modification to Rights of Security Holders.

In connection with the previously announced one-for-ten reverse stock split (the “Reverse Stock Split”) of shares of Common Stock of the Company, the Company has filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Amendment, effective as of 5:00 p.m. Eastern Time on December 29, 2022 (the “Effective Time”), converted every ten shares of the issued and outstanding Common Stock at the Effective Time into one share of Common Stock of the Company, par value $0.01 per share. The Common Stock will begin trading on a reverse split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the opening of trading on December 30, 2022. The Common Stock will continue trading on the NYSE under the symbol “CHRA” with a new CUSIP number (15957P 303).

The Reverse Stock Split did not change the number of authorized shares under the Company’s Amended and Restated Certificate of Incorporation, which continues to consist of 250,000,000 shares, of which 50,000,000 shares are designated as preferred stock and 200,000,000 shares are designated as Common Stock. The Reverse Stock Split also did not affect the number of shares of issued and outstanding preferred stock, par value $0.01 per share, designated as “Series A Preferred Stock” or “Series B Preferred Stock”; however, the conversion rights of the Series A Preferred Stock and Series B Preferred Stock into Common Stock have been automatically and proportionately adjusted in relation to the Reverse Stock Split.

Pursuant to the Amendment, any fraction of a share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated according to the closing price per share of the Common Stock as reported on the NYSE as of December 29, 2022. The Reverse Stock Split affected all record holders of the Common Stock uniformly and did not affect any record holder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares.  Holders of Common Stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Stockholders of record will be receiving information from American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, and exchange agent for the Reverse Stock Split, regarding their stock ownership following the Reverse Stock Split and cash in lieu of fractional share payments, if applicable.

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The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.03.

Item 7.01
Regulation FD Disclosure.

On December 28, 2022, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

On December 30, 2022, the Company issued a press release announcing that it had received a notice of noncompliance with the NYSE’s continued listing standards. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 and Exhibit 99.2, is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This Current Report on Form 8-K contains certain “forward-looking statements.” All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, are forward-looking statements. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual results to differ materially from those implied or expressed by the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 8.01
Other Events.

Adjustment to Equity Plans and Awards

At the Effective Time, the aggregate number of shares of Common Stock issuable under the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (the “Plan”) was ratably adjusted to reflect the Reverse Stock Split. The number of shares of Common Stock issuable pursuant to equity and equity-based awards outstanding under the Plan was also ratably adjusted at the Effective Time to reflect the Reverse Stock Split.
 
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit
Number
Description

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Charah Solutions, Inc.

Press release dated December 28, 2022

Press release dated December 30, 2022
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

*
Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CHARAH SOLUTIONS, INC



By:
/s/ Jonathan Batarseh

Name:
Jonathan Batarseh

Title:
President and Chief Executive Officer


Dated: December 30, 2022


4
Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CHARAH SOLUTIONS, INC.

Charah Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

1.          The original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on January 30, 2018, under the name Charah Solutions, Inc.
 
2.          The Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), which restates, integrates and also further amends the Original Certificate of Incorporation, was duly adopted in accordance with Sections 242 and 245 of the DGCL and by the written consent of its sole stockholder in accordance with Section 228 of the DGCL and filed with the Secretary of State of the State of Delaware on June 18, 2018.
 
3.       Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) amends the provisions of the Certificate of Incorporation.
 
4.          This Amendment has been approved and duly adopted in accordance with the provisions of Section 242 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions setting forth and declaring advisable this Amendment and directed that the proposed Amendment be considered by the stockholders of the Corporation. The Amendment was duly authorized by holders of a majority of the voting stock of the Corporation by written consent and duly noticed to all stockholders not signing the written consent in accordance with the provisions of Sections 228 and 242 of the DGCL, and the provisions of the Certificate of Incorporation.
 
5.         Article IV of the Certificate of Incorporation is hereby amended by inserting the following as Section 4.1(B) and renumbering existing Section 4.1(B) to Section 4.1(C):

  “(B)          Effective as of 5:00 p.m. ET on December 29, 2022 (the “Effective Time”), pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each ten (10) shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the New York Stock Exchange as of the date of the Effective Time, by (b) the fraction of one share owned by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above. Each holder of an Old Certificate shall receive, upon surrender of such Old Certificate, a new certificate representing the number of whole shares of Common Stock to which such stockholder is entitled pursuant to the Reverse Stock Split.”

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation as of this 28th day of December, 2022.
CHARAH SOLUTIONS, INC.



By:
/s/ Steven A. Brehm

Name: Steven A. Brehm

Title: Vice President of Legal Affairs and Corporate Secretary


Exhibit 99.1

Charah Solutions, Inc. Completes Reverse Stock Split

Louisville, KY – December 28, 2022 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental services and byproduct recycling to the power generation industry, will effect a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01 per share, effective at 5:00 p.m. Eastern Time on December 29, 2022. The reverse stock split, which was authorized by its Board of Directors, was approved by Charah Solutions’ stockholders on November 23, 2022. Upon market open on December 30, 2022, Charah Solutions’ common stock will continue trading under the symbol “CHRA” on a split-adjusted basis with a new CUSIP number: 15957P 303.

Pursuant to the reverse stock split, common stockholders will automatically receive one common share for every 10 outstanding common shares owned. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would be entitled to fractional shares will receive cash in lieu of fractional shares. The reverse stock split will reduce the number of outstanding shares of Charah Solutions’ common stock from approximately 33,721,705 shares as of December 29, 2022, to approximately 3,372,170 shares outstanding post-split. Correspondingly, the initial trading price of Charah Solutions’ common stock is expected to proportionately increase immediately following the reverse stock split, although there is no guarantee that this will occur. The reverse stock split will uniformly affect all record holders of common stock and will not affect any record holder’s percentage ownership in the Company, except for de minimis changes as a result of the elimination of fractional shares. The reverse stock split will also have a proportionate effect on all stock options, warrants, and conversions outstanding as of December 29, 2022, including the conversion of the outstanding preferred stock. The reverse stock split will not change the number of authorized shares under the Company’s certificate of incorporation, which will continue to consist of 250,000,000 shares, of which 50,000,000 shares are designated as preferred stock and 200,000,000 shares are designated as common stock.

The primary purpose of the reverse stock split is to increase the per share market price of the Company’s common stock. Among other things, the Company believes the reverse stock split will also help ensure that the Company maintains compliance with applicable NYSE continued listing standards with respect to the closing price of our common stock. The reduction in the number of issued and outstanding shares of common stock as a result of the reverse stock split is, absent other factors, expected to proportionately increase the market price of our common stock to a level above the current market trading price, although there is no assurance that this will occur. Additionally, there is no assurance that the reverse stock split will allow the Company to maintain compliance with the NYSE’s listing maintenance standard.

Holders of common stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the reverse stock split. Their accounts will be automatically adjusted to reflect the number of shares owned. Stockholders of record will be receiving information from American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, and exchange agent for the reverse stock split, regarding their stock ownership following the reverse stock split and cash in lieu of fractional share payments, if applicable.

Additional information on the reverse stock split can be found in Charah Solutions’ definitive information statement filed with the Securities and Exchange Commission on December 8, 2022, which is available on the SEC's website at www.sec.gov and on the Company’s website.

About Charah Solutions, Inc.

With more than 35 years of experience, Charah Solutions, Inc. is a leading provider of environmental services and byproduct recycling to the power generation industry. Based in Louisville, Kentucky, Charah Solutions is the partner of choice for solving customers’ most complex environmental challenges, and as an industry leader in quality, safety, and compliance, the Company is committed to reducing greenhouse gas emissions for a cleaner energy future. Charah Solutions assists utilities and independent power producers with all aspects of sustainably managing and recycling ash byproducts generated from the combustion of coal in the production of electricity. The Company also designs and implements solutions for ash pond management and closure, landfill construction, structural fill projects, power plant remediation and site redevelopment. As a sustainability leader, Charah Solutions is dedicated to preserving our natural resources in an environmentally conscious manner and is focused on developing innovative solutions for the betterment of the planet, the communities in which it operates and its customers. For more information, please visit www.charah.com or download our 2021 Environmental, Social and Governance (ESG) Report at charah.com/sustainability.

1
Charah Solutions Investor Contacts
IR Agency Contact
Charah Solutions Media Contact
Joe Skidmore, CFO
Kirsten Chapman
Brad Mercer
Charah Solutions
LHA Investor Relations
PriceWeber Marketing
(502) 245-1353
(415) 433-3777
(502) 777-3308
ir@charah.com
charah@lhai.com
media@charah.com

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” “guidance,” and similar terms and phrases. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. See the Company’s Form 10-K for the year ended December 31, 2021 and other periodic reports as filed with the Securities and Exchange Commission for further information regarding risk factors.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.


2
Exhibit 99.2

Charah Solutions, Inc. Receipt of Notification Letter from NYSE

Louisville, KY – December 30, 2022 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental services and byproduct recycling to the power generation industry, received written notice from the New York Stock Exchange (”NYSE”) that the average closing price of its common stock over the prior consecutive 30 trading-day period was below $1.00 per share, which is the minimum average share price for continued listing on the NYSE.

Charah Solutions intends to respond to the NYSE within ten business days of receipt of the notice with its intent to cure the deficiency. Pursuant to the NYSE’s rules, Charah Solutions has a six-month period following receipt of the deficiency letter to bring its closing share price and average closing share price back above $1.00. During the cure period, Charah Solutions’ shares of common stock will continue to trade on the NYSE, subject to compliance with other continued listing requirements.

The NYSE notification does not affect Charah Solutions’ ongoing business operations or its Securities and Exchange Commission reporting requirements. Charah Solutions is considering all available options to regain compliance with the NYSE’s continued listing standards, including the consummation of the previously announced reverse stock split.

As announced on December 28, 2022, Charah Solutions effected a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01 per share, effective at 5:00 p.m. Eastern Time on December 29, 2022. The reverse stock split, which was authorized by its Board of Directors, was approved by Charah Solutions’ stockholders on November 23, 2022. Upon market open on December 30, 2022, Charah Solutions’ common stock will continue trading under the symbol “CHRA” on a split-adjusted basis with a new CUSIP number: 15957P 303.

Additional information can be found in Charah Solutions’ in  filing with the Securities and Exchange Commission, which is available on the SEC's website at www.sec.gov and on the Company’s website.
 
About Charah Solutions, Inc.
 
With more than 35 years of experience, Charah Solutions, Inc. is a leading provider of environmental services and byproduct recycling to the power generation industry. Based in Louisville, Kentucky, Charah Solutions is the partner of choice for solving customers’ most complex environmental challenges, and as an industry leader in quality, safety, and compliance, the Company is committed to reducing greenhouse gas emissions for a cleaner energy future. Charah Solutions assists utilities and independent power producers with all aspects of sustainably managing and recycling ash byproducts generated from the combustion of coal in the production of electricity. The Company also designs and implements solutions for ash pond management and closure, landfill construction, structural fill projects, power plant remediation and site redevelopment. As a sustainability leader, Charah Solutions is dedicated to preserving our natural resources in an environmentally conscious manner and is focused on developing innovative solutions for the betterment of the planet, the communities in which it operates and its customers. For more information, please visit www.charah.com or download our 2021 Environmental, Social and Governance (ESG) Report at charah.com/sustainability.

Charah Solutions Investor Contacts
IR Agency Contact
Charah Solutions Media Contact
Joe Skidmore, CFO
Kirsten Chapman
Brad Mercer
Charah Solutions
LHA Investor Relations
PriceWeber Marketing
(502) 245-1353
(415) 433-3777
(502) 777-3308
ir@charah.com
charah@lhai.com
media@charah.com

1
FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” “guidance,” and similar terms and phrases. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. See the Company’s Form 10-K for the year ended December 31, 2021 and other periodic reports as filed with the Securities and Exchange Commission for further information regarding risk factors.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.