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): November 29, 2017
Synthesis Energy Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33522 | 20-2110031 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| Three Riverway, Suite 300, Houston, Texas 77056 |
| (Address of Principal Executive Offices) (Zip Code) |
(713) 579-0600
(Registrant's telephone number, including area code)
|
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)) | |
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 3.03. Material Modification to Rights of Security Holders.
As described below under Item 5.07, at a special meeting of the stockholders of Synthesis Energy Systems, Inc. (the “Company”) held on November 29, 2017, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company’s common stock, par value $0.01 (the “Common Stock”), and authorized the Board of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-2 and 1-for-8.
For more information regarding the amendment and the reverse split, please see the Company’s proxy statement filed on October 13, 2017.
Prior to the meeting, but subject to stockholder approval at the meeting, the Board determined to set the reverse stock split ratio at 1-for-8 (the “Reverse Stock Split”). The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time on December 1, 2017 (the “Effective Time”), pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 30, 2017.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 871628 202. The Common Stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis on December 4, 2017 under the new ticker symbol “SES”.
As a result of the Reverse Stock Split, every eight (8) shares of the Company’s issued and outstanding Common Stock will be converted into one (1) share of Common Stock, reducing the number of issued and outstanding shares of the Company’s common stock from approximately 87.5 million to approximately 10.9 million. There was no change in the par value of the Common Stock and the total number of authorized shares of Common Stock was also unchanged.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Common Stock not evenly divisible by eight (8), will have the number of post-reverse split shares of the Common Stock to which they are entitled rounded up to the next whole number of shares of the Common Stock. No stockholders will receive cash in lieu of fractional shares.
The Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock of the Company. Pursuant to the terms of the Company’s outstanding convertible securities, options and warrants, the number of shares into which such convertible securities may be converted will be proportionately adjusted to reflect the Reverse Stock Split, and, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under of all of the Company’s outstanding stock options and warrants to purchase shares of common stock, and the number of shares reserved for issuance pursuant to the Company’s equity compensation plans will be reduced proportionately.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information from Item 3.03 regarding the Certificate of Amendment is incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the special meeting of the stockholders of the Company held on November 29, 2017, the result of the vote to authorize the Board, in its sole and absolute discretion, without further action of the stockholders, to amend the Company’s Certificate of Incorporation to implement a reverse stock split of the Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-8, within one year from the date of the meeting, with the exact ratio to be determined by the Board was as follows:
Number of Votes
Voted For
Number of Votes
Voted Against
Number of Votes
Abstaining
Number of
Broker Non-Votes
51,044,305
3,669,713
636,744
0
Item 8.01. Other Events.
On November 30, 2017, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
Exhibit Number
Description of Exhibit
3.1
Certificate of Amendment to the Company’s Certificate of Incorporation filed on November 30, 2017
99.1
Press Release dated November 30, 2017 re reverse split
SIGNATURE
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.
| Synthesis Energy Systems, Inc. | ||
| Date: November 30, 2017 | By: | /s/ DeLome Fair |
| DeLome Fair | ||
| President and Chief Executive Officer | ||
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Synthesis Energy Systems, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST : That the Board of Directors of Synthesis Energy Systems, Inc. adopted a proposed amendment of the Certificate of Incorporation of said corporation to effectuate a reverse stock split, declaring said amendment to be advisable.
The proposed amendment reads as follows:
Article V is hereby amended by adding the following to the end of subsection (a) of Article V:
Effective as of 5:00 PM Eastern time on December 1, 2017 (the “Effective Time”), each eight (8) shares of Common Stock issued and outstanding 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 “Consolidation”). No fractional shares shall be issued in connection with the Consolidation. Shares shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“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 rounding up of any fractional share interests as described above.
SECOND: That, pursuant to a resolution of its Board of Directors, a meeting of the stockholders of Synthesis Energy Systems, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares of Common Stock as required by statute were voted in favor of granting the Board of Directors the authority to amend the Certificate of Incorporation to provide for a reverse stock split.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 29th day of November, 2017.
| By: | /s/ DeLome Fair | ||
| Name: | DeLome Fair | ||
| Title: | President and Chief Executive Officer | ||
EXHIBIT 99.1
Synthesis Energy Systems, Inc. Announces a 1 for 8 Reverse Stock Split Effective Monday December 4, 2017 Under the New Stock Symbol SES
HOUSTON, Nov. 30, 2017 (GLOBE NEWSWIRE) -- Synthesis Energy Systems, Inc. (SES) (NASDAQ:SYMX), a global leader in the clean and efficient production of low-cost synthesis gas for high value energy and chemical products, today announced that its Board of Directors has declared a 1 for 8 reverse stock split of the Company`s common stock effective on Monday, December 4, 2017. The reverse stock split was approved by SES’s Board of Directors, and was approved by a majority of its shareholders in a special meeting held on November 29, 2017. The Company’s common stock will commence trading on a post-split basis under the new symbol “SES” at the opening of trading on Monday, December 4, 2017.
DeLome Fair, SES’s President and CEO, commented: “This reverse stock split occurs at a pivotal time for SES as we expand our industry-leading gasification technology globally outside of China, where it has been commercially proven with 12 SGT systems. The Board and management strongly believe that as the Company continues to progress developments at our platform companies, such as Australian Future Energy in Australia, and SES EnCoal Energy in Poland, as well as prospective projects in Brazil, we are putting in place the framework for increased shareholders’ value.”
As a result of the reverse stock split, every eight shares of the issued and outstanding common stock were automatically converted into one newly issued and outstanding share of common stock, without any change in the par value per share. However, the number of authorized shares of common stock remains unchanged. Any fractional shares resulting from the reverse stock split have been rounded up to the nearest whole share. Accordingly, no fractional shares will be issued in connection with the reverse stock split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the reverse stock split. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1 for 8 reverse stock split. Existing stockholders holding common stock certificates will have the adjustments made automatically upon transfer of their shares and no further action is required to be taken by the stockholders.
The CUSIP number for the common stock will change to 871628202. Additional information regarding the reverse stock split can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2017.
About Synthesis Energy Systems, Inc.
Synthesis Energy Systems (SES) is a Houston-based technology company focused on generating clean, high-value energy from low-cost and low-grade coal, biomass and municipal solid waste through its proprietary technology for conversion of these resources into a clean synthesis gas (syngas) and methane. SES’s proprietary technology enables the production of clean, low-cost power, industrial fuel gas, chemicals, fertilizers, transportation fuels, and substitute natural gas, replacing expensive natural gas-based energy. SES’s technology can also produce high-purity hydrogen for cleaner transportation fuels. SES enables greater fuel flexibility for both large-scale and efficient small- to medium-scale operations close to fuel sources. Fuel sources include low-rank, low-cost high ash, high moisture coals, which are significantly cheaper than higher grade coals, waste coals, biomass, and municipal solid waste feedstocks. SES: Growth With Blue Skies. For more information, please visit: www.synthesisenergy.com.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Although SES believes that in making such forward-looking statements our expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected by us. SES cannot assure you that the assumptions upon which these statements are based will prove to be correct. Please refer to our latest Form 10-K available on our website at www.synthesisenergy.com.
Contact:
MDC Group
Investor Relations:
David Castaneda
Arsen Mugurdumov
414.351.9758
IR@synthesisenergy.com
Media Relations:
Susan Roush
805.624.7624
PR@synthesisenergy.com