Exhibit 3.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 6, 2016
TOWERSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
001-33449 |
20-8259086 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
88 Silva Lane , Middletown, RI 02842
(Address of principal executive offices, including zip code)
(401) 848-5848
(Registrant's telephone number, including area code)
Copies to:
Harvey Kesner, Esq.
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
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))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On July 5, 2016, Towerstream Corporation (the “Company”) filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share, on a one for three basis (the “Reverse Stock Split”).
As a result of the Reverse Stock Split, every twenty shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares. The par value and other terms of Company’s common stock were not affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split common stock has a new CUSIP number of 892000209.
As previously disclosed in a Current Report on Form 8-K filed on May 4, 2016, on May 2, 2016 shareholders of the Company approved a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than one for five and not more than one for twenty-five at any time prior to May 2, 2017, with such ratio to be determined by the Company’s Board of Directors, in its sole discretion. The Reverse Stock Split ratio of one for twenty was approved by the Company’s Board of Directors on July 5, 2016.
A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
On July 6, 2016, the Company issued a press release announcing the Reverse Stock Split. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment to the Certificate of Incorporation |
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99.1 |
Press Release of Towerstream Corporation, dated July 6, 2016 |
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 thereunto duly authorized.
Dated: July 6, 2016
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TOWERSTREAM CORPORATION |
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By: |
/s/ Philip Urso |
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Name: Philip Urso |
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Title: Interim Chief Executive Officer |
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Exhibit 3.1
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Exhibit 99.1
July 6, 2016
Towerstream Corporation Announces
Reverse Stock Split
MIDDLETOWN, R.I., July 6, 2016 (GLOBE NEWSWIRE) -- Towerstream Corporation (NASDAQ:TWER), a leading Fixed-Wireless Fiber Alternative company, announced today a reverse stock split of its shares of common stock at a ratio of 1-for-20. The purpose of this reverse split is to allow the Company to regain and maintain compliance with the minimum closing bid price of $1.00 per share as required by NASDAQ Listing Rules. At the market open on Thursday, July 7, 2016, Towerstream’s common stock will begin trading on a split-adjusted basis.
As a result of the reverse stock split, the Company's issued and outstanding shares of common stock will decrease to approximately 4,517,000 post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 90,333,000 pre-split shares.
As a result of the reverse stock split, the total number of shares of common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to the number of shares of common stock held by such stockholder immediately prior to the reverse stock split, divided by 20. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, any stockholder who otherwise would have received a fractional share as a result of the reverse stock split will receive one whole share of the post-split common stock.
Stockholders who hold their shares in electronic form at their brokerage firms need not take any action, as the shares held in brokerage accounts will be automatically adjusted to reflect the reverse stock split. Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the reverse stock split to each requesting stockholder who submits its paper certificate.
Continental Stock Transfer & Trust Company
Attn: Reorganization Department - 8th Floor
17 Battery Park Place
New York, NY 10004
Telephone number: 917-262-2378
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) is a leading Fixed-Wireless Fiber Alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area.
Safe Harbor
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as "expects", "anticipates", "intends", "estimates", "plans", "potential", "possible", "probable", "believes", "seeks", "may", "will", "should", "could" or the negative of such terms or other similar expressions. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in Towerstream's business. More detailed information about Towerstream and the risk factors that may affect the realization of forward-looking statements is set forth in Towerstream's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Towerstream's Quarterly Reports on Form 10-Q and other filings submitted by Towerstream to the SEC, copies of which may be obtained from the SEC's website at www.sec.gov . Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and Towerstream undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.
INVESTOR CONTACT:
Terry McGovern
Vision Advisors
415-902-3001
mcgovern@visionadvisors.net
