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

 

February 27, 2019

Date of Report (Date of earliest event reported)

 

SAKER AVIATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

 
 

Nevada

000-52593

87-0617649

(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

20 South Street, Pier 6 East River, New York, NY

10004

(Address of principal executive offices)

(Zip Code)

 

(212) 776-4046

(Registrant’s telephone number, including area code)

 

Not applicable

(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):

 

[ ] 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 5.0 3 .   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

 

On February 27, 2019, Saker Aviation Services, Inc. (the “Company”) filed with the Secretary of State of the state of Nevada a certificate of amendment to its articles of incorporation.

 

The amendment provided for a reverse stock split of the Company’s outstanding shares of common stock, par value, $0.001 per share (the “Common Stock”), at a ratio of 1-for-30 the “Reverse Split”). This amendment further provided for a reduction in the number of authorized shares of Common Stock to 3,333,334, as well as for a reduction in the number of authorized shares of preferred stock to 333,306 (the Authorized Share Reduction”). The Company’s intention to effect both the Reverse Split and the Authorized Share Reduction were previously disclosed in a definitive information statement on Schedule 14A filed on July 13, 2017 and in a current report on Form 8-K filed on August 23, 2017.

 

The amendment has an effective date and time of 12:01 a.m. on March 1, 2019 for stockholders of record on February 27, 2019.

 

Item 9 .01.   Financial Statements and Exhibits .

 

(d) Exhibits

 

Exhibit No.

 

Description

     

3.1

 

Certificate of Amendment to the Company’s Articles of Incorporation

     

99.1

 

Press Release dated February 28, 2019

 

 

 

 

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.

 

Date: February 28, 2019

   

saker aviation services, inc.

       
       
 

By:

 

/s/ Ronald J. Ricciardi

     

Ronald J. Ricciardi

     

President

       
       

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

SAKER AVIATION SERVICES, INC. ANNOUNCES

1-FOR-30 REVERSE STOCK SPLIT

 

New York, NY, February 28, 2019 – Saker Aviation Services, Inc. (OTCQB:SKAS) (the “Company”), an aviation services company specializing in ground-based services to the general aviation marketplace, announced today that its Board of Directors (the “Board”) approved a 1-for-30 reverse stock split of the Company’s authorized and outstanding common and preferred stock, to be effective with the opening of trading on the OTCQB Marketplace on Friday, March 1, 2019. The Company’s ticker symbol, SKAS, will remain unchanged; however, a “D” will be appended as the 5th character to the ticker symbol for 20 business days including the effective date. The Company’s common stock will trade on the OTCQB Marketplace on a split-adjusted basis under the CUSIP number 79380Q 205.

 

On August 17, 2017, the holders of a majority of the Company's outstanding shares of common stock approved the reverse stock split and gave the Board discretionary authority to select a ratio for the split ranging from 1-for-10 to 1-for-100. The Board approved the reverse stock split on a 1-for-30 ratio on February 14, 2019.

 

As a result of the reverse stock split, the total number of shares of common stock held by each stockholder on February 27, 2019 will be converted automatically into the number of whole shares of common stock equal to the number of shares of common stock held by the stockholder immediately prior to the reverse stock split divided by 30. As a result of the reverse stock split, the Company's issued and outstanding shares of common stock will decrease to approximately 1.0 million post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 30.2 million pre-split shares.

 

No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1-for-30 reverse split ratio will automatically be entitled to receive an additional fractional share of the Company's common stock to round up to the next whole share.

 

The reverse stock split will affect all issued and outstanding shares of the Company’s common stock, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will reduce the number of shares of common stock issuable upon the exercise of stock options or warrants outstanding immediately prior to the reverse split and correspondingly increase the respective exercise prices. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split results in some stockholders experiencing an adjustment of a fractional share as described above.

 

 

 

 

About Saker Aviation Services, Inc.

Saker Aviation Services (www.SakerAviation.com) , through our subsidiaries, operate s in the aviation services segment of the general aviation industry, in which we serve as the operator of a heliport, a fixed base operation (“FBO”), and as a consultant for a seaplane base that we do not own. FBOs provide ground-based services, such as fueling , aircraft storage , and aircraft maintenance for general aviation, commercial and military aircraft, and other miscellaneous services.

 

CONTACT:
Saker Aviation Services, Inc.

Ronald J. Ricciardi

President

1 . 212.776.4046
RRicciardi@SakerAviation.com

 

 

 

Note Regarding Forward-Looking Statement

 

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects , “will” and similar references to future periods. These statements may include projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, repayment of debt, other financial items, statements regarding our plans and objectives for future operations, acquisitions, divestitures and other transactions, statements of future economic performance, statements of the assumptions underlying or relating to any of the foregoing statements and statements other than statements of historical fact.

 

Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. The Company therefore caution s readers of this press release against relying on any of these forward-looking statements because they are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the Company’s services and pricing, general economic conditions, its ability to raise additional capital, its ability to obtain the various approvals and permits for the acquisition and operation of FBOs and the other risk factors contained under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 .

 

Any forward-looking statement made in this press release speak s only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time and it is not possible to predict all of them. The Company undertake s no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.