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): April 2 1 , 2017
Catasys, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-31932 |
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88-0464853 |
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(State or other jurisdiction
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(Commission File Number) |
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(IRS Employer
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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 Instructions A.2. below):
☐ 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 (§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 3.03 . Material Modification to Rights of Security Holders .
The information set forth in Item 8.01 of this Form 8-K current report is hereby incorporated by reference.
Item 5.03 . Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year .
The information set forth in Item 8.01 of this Form 8-K current report is hereby incorporated by reference.
Item 8.01. Other Events.
On April 21, 2017, Catasys, Inc. (the "Company") filed a certificate of amendment to its Certificate of Incorporation, as amended and in effect, with the Secretary of State of the State of Delaware implementing a 1-for-6 reverse stock split of the Company's common stock, pursuant to which each 6 shares of issued and outstanding common stock converted into 1 share of common stock. Proportionate voting rights and other rights of common stock holders will not be affected by the reverse stock split. No fractional shares of common stock will be issued as a result of the reverse stock split; stockholders will be paid cash in lieu of any such fractional shares.
The 1-for-6 reverse stock split became effective at 5:00 p.m., Eastern Time, on April 24, 2017, and the Company's common stock will trade on the OTCQB Marketplace on a post-split basis at the open of trading on April 25, 2017. The Company's post-reverse split common stock will have a new CUSIP number: 149049 504. Other terms of the common stock are not affected by the reverse stock split. The common stock will continue to trade under the symbol "CATS."
The Company has approximately 9.4 million post-split shares of common stock outstanding as a result of the reverse stock split.
The Company's transfer agent, American Stock Transfer, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers' particular processes, and will not be required to take any action in connection with the reverse stock split.
All stock options and warrants to purchase common stock outstanding and the Company's common stock reserved for issuance under the Company's equity incentive plans immediately prior to the reverse stock split will be appropriately adjusted by dividing the number of affected shares of common stock by six and, as applicable, multiplying the exercise price by six as a result of the reverse stock split.
A copy of the certificate of amendment to Company’s Certificate of Incorporation, as amended and in effect, is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference as though fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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No. |
Description |
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3.1 |
Certificate of Amendment to the Certificate of Incorporation, as amended and in effect, of Catasys, Inc., filed with the Secretary of State of the State of Delaware on April 21, 2017. |
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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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CATASYS, INC. |
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Date: April 25, 2017 |
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By: |
/s/ SUSAN E. ETZEL |
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Susan E. Etzel |
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Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CATASYS, INC.
Catasys, Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“ DGCL ”), does hereby certify:
First : That the Corporation filed its Certificate of Incorporation with the Delaware Secretary of State on September 29, 2003 under the name Hythiam, Inc.; filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on March 9, 2011 to change its name to Catasys, Inc.; filed an Amendment, as corrected by the Certificate of Correction, to its Certificate of Incorporation with the Delaware Secretary of State on September 1, 2011 to combine every forty (40) shares of the Corporation’s common stock, $0.0001 par value per share (“ Common Stock ”), into one (1) share of Common Stock; filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on August 6, 2012 to increase the Corporation’s authorized capital; and filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on May 3, 2013 to combine every ten (10) shares of the Corporation’s Common Stock into one (1) share of Common Stock (as amended, the “ Certificate ”).
Second : That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to combine every six (6) shares of the Corporation’s Common Stock, issued and outstanding or held in the treasury of the Corporation, into one (1) share of Common Stock, and (ii) declaring this Certificate of Amendment to be advisable and recommended for approval by the stockholders of the Corporation.
Third : That this Certificate of Amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL by the Board of Directors and stockholders of the Corporation.
Fourth : The second paragraph of Section 1 of Article FOURTH of the Corporation’s Certificate is hereby deleted and replaced in its entirety with:
“Upon the effectiveness of this Certificate of Amendment, every six (6) issued and outstanding shares of Common Stock of the Corporation shall be changed and reclassified into one (1) share of Common Stock, which shares shall be fully paid and non-assessable shares of Common Stock of the Corporation; provided, however, that in lieu of fractional interests in shares of Common Stock to which any stockholder would otherwise be entitled pursuant hereto (taking into account all shares of Common Stock owned by such stockholder), any such fractional interests in shares of Common Stock shall be paid in cash in an amount equal to such fraction multiplied by the average of the high and low trading prices of the Common Stock on the OTC Bulletin Board during regular trading hours for the five trading days immediately preceding the effectiveness of this Certificate of Amendment.”
Fifth : This Certificate of Amendment shall be effective on April 24, 2017 at 5:00 p.m. EST.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 21st day of April, 2017.
CATASYS, INC.
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By: |
/s/ Susan Etzel |
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Name: Susan Etzel |
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Title: Chief Financial Officer |