0001305773FALSE12/3100013057732022-11-092022-11-09
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 9, 2022
Conformis, Inc.
(Exact Name of Company as Specified in Charter)
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| Delaware | | 001-37474 | | 56-2463152 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
600 Technology Park Drive
Billerica, MA 01821
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: (781) 345-9001
(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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.00001 par value per share | CFMS | The Nasdaq Capital Market |
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| 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). |
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| 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. | ☐ |
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| Item 3.03. | Material Modifications to Rights of Security Holders. |
The disclosure set forth under Items 5.03 and 8.01 below is incorporated herein by reference.
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 9, 2022, Conformis, Inc.. (the “Company”) announced that it filed a Certificate of Amendment to the Company’s Amended Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware, to effect a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at 5:00 p.m. Eastern Time on that date. Beginning with the opening of trading on November 10, 2022, the Company’s Common Stock will trade on the Nasdaq Capital Market on a split-adjusted basis under a new CUSIP number 20717E200.
As previously reported, on October 26, 2022, the Company held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a reverse stock split ratio of 1-for-15, 1-for-20 or 1-for-25, to be determined by the Board of Directors (the “Board”) at a later date, and a reduction in the number of authorized shares of the Common Stock from 300,000,000 to 33,333,333, 25,000,000 and 20,000,000 respectively. Following the Special Meeting, the Board approved the implementation of the Reverse Stock Split at a ratio of 1-for-25 (with a reduction in the number of authorized shares of the Common Stock from 300,000,000 to 20,000,000). The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the Nasdaq Capital Market.
As a result of the Reverse Stock Split, every 25 shares of the Company’s Common Stock issued and outstanding will be converted into one share of Common Stock. No fractional shares will be issued in connection with the reverse split. Stockholders of record who would otherwise be entitled to a fractional share of Common Stock will instead receive cash in lieu of fractional shares based on the closing sales price of the Company’s Common Stock as quoted on the Nasdaq Capital Market on November 9, 2022.
The Reverse Stock Split also reduced the authorized number of shares of Common Stock from 300,000,000 to 20,000,000. The Reverse Stock Split did not change the par value of the Common Stock. All outstanding warrants, stock options, restricted stock, restricted stock units, and performance share units, entitling their holders to purchase shares of Common Stock or acquire or vest into shares of Common Stock, as the case may be, were adjusted as a result of the Reverse Stock Split, as required by the terms of these securities. The Reverse Stock Split will not reduce the number of authorized shares of preferred stock.
The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares of Common Stock (except to the extent that the reverse split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding warrants, stock options, restricted stock, restricted stock units, and performance share units entitling their holders to receive or purchase shares of the Company’s Common Stock will be adjusted as a result of the reverse split, as required by the terms of each security, including with respect to the exercise or purchase price. The number of shares available for issuance under the Company’s equity incentive plans will be correspondingly reduced at the same ratio as the Reverse Stock Split.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
As a result of the reverse split, the number of issued and outstanding shares of Common Stock will be adjusted from approximately 188 million shares to approximately 7.5 million shares.
On November 9, 2022, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
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.
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| | | | CONFORMIS, INC. |
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Date: November 9, 2022 | | | | By: | | /s/ Robert S. Howe |
| | | | | | Robert S. Howe |
| | | | | | Chief Financial Officer |
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CONFORMIS, INC.
Conformis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Laws (the “DGCL”), does hereby certify as follows:
FIRST: The name of the Corporation is Conformis, Inc., the date of filing of its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was July 7, 2015, the date of filing of its first Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was May 2, 2018 and the date of filing of its second Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was May 25, 2021.
SECOND: The text currently constituting the first sentence of Article “FOURTH” of the Restated Certificate of Incorporation of the Corporation is amended and restated in its entirety to read as follows:
“The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 20,000,000 shares of Common Stock, par value of $0.00001 per share (“Common Stock”) and (ii) 5,000,000 shares of Preferred Stock, par value $0.00001 per share (“Preferred Stock”). Upon the effectiveness of this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation, each 25 shares of Common Stock issued and outstanding at such time shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined into one validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $0.00001 per share. No fractional shares shall be issued, and, in lieu thereof, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock, as determined by the Board of Directors of the Corporation. Each certificate that immediately prior to the effectiveness of this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation represented shares of Common Stock (an “Old Certificate”) 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.”
THIRD: That resolutions were duly adopted in accordance with Section 141(f) of the DGCL by the Board of Directors of the Corporation setting forth this amendment to the Restated Certificate of the Corporation.
FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FIFTH: This Certificate of Amendment will become effective at 5:00 p.m. Eastern Standard Time on November 9, 2022.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on its behalf, by Mark Augusti, its President and Chief Executive Officer, this 4th day of November, 2022.
CONFORMIS, INC.
By: /s/ Mark A. Augusti
Name: Mark A. Augusti
Title: President and Chief Executive Officer
Conformis, Inc. Effects 1-for-25 Reverse Stock Split
BILLERICA, Mass., November 9, 2022 (GLOBE NEWSWIRE) - Conformis, Inc. (NASDAQ:CFMS) (“Conformis”) announced that it will effect a 1-for-25 reverse stock split at 5:00 p.m. Eastern time today. Beginning with the opening of trading on November 10, 2022, Conformis’ common stock will trade on the Nasdaq Capital Market on a split-adjusted basis under a new CUSIP number 20717E200.
At Conformis’ Special Meeting of Stockholders on October 26, 2022, Conformis’ stockholders approved the proposal to authorize Conformis’ Board of Directors to file an amendment to Conformis’ amended certificate of incorporation to effect the reverse split at a ratio to be determined by the Board, ranging from 1-for-15 to 1-for-25. The specific 1-for-25 ratio was subsequently approved by the Board of Directors and the reverse stock split was effected by filing a Certificate of Amendment to Conformis’ Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
As a result of the Reverse Stock Split, each 25 shares of Conformis' common stock outstanding will be combined into one share of common stock and the total number of shares of common stock outstanding will be reduced from approximately 188 million shares to approximately 7.5 million shares. Stockholders of record will receive cash in lieu of any fraction of a share that stockholders would otherwise be entitled to receive as a result of the Reverse Stock Split.
Conformis has retained American Stock Transfer & Trust Company (“AST”) to act as exchange agent for the reverse stock split. AST will manage the exchange of old, pre-reverse stock split shares for new post-reverse stock split shares. Stockholders of record holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Stock Split. For those stockholders of record holding physical stock certificates, AST will send instructions for exchanging those certificates for shares held electronically in book-entry form representing the post-split number of shares.
About Conformis, Inc.
Conformis is a medical technology company focused on advancing orthopedic patient care and creating a world without joint pain. Its product portfolio is designed to maximize surgeon and patient choice by offering fully personalized solutions through its Image-to-Implant® Platinum Services℠ Program as well as data-informed, standardized solutions that combine many benefits of personalization with the convenience and flexibility of an off-the-shelf system. Conformis’ sterile, just-in-time, Surgery-in-a-Box™ delivery system is available with all of its implants and personalized, single-use instruments. Conformis owns or exclusively in-licenses issued patents and pending patent applications that cover personalized implants and patient-specific instrumentation for all major joints.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this press release about our future expectations, plans and prospects, the anticipated timing of our product launches, and our financial position and results, total revenue, product revenue, gross margin, operations and growth, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other and similar expressions are intended to identify forward-looking statements within the meaning of the safe harbor provisions of The Private Securities Litigation
Reform Act of 1995, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make as a result of a variety of risks and uncertainties, including risks related to the novel coronavirus pandemic and the response to the pandemic; whether our cash resources will be sufficient to fund our continuing operations for the periods anticipated; risks related to our estimates and expectations regarding our revenue, gross margin, expenses, revenue growth, our ability to regain compliance with the $1.00 minimum bid price required for continued listing on Nasdaq Capital Market and other results of operations, and the other risks and uncertainties described in the “Risk Factors” sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, and other public filings with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent our views as of the date hereof. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.
CONTACT:
Investor Relations
ir@conformis.com
(781) 374-5598