UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 21, 2022 (March 16, 2022)
MOBILE INFRASTRUCTURE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
000-55760 |
47-3945882 |
|
(Commission File Number) |
(IRS Employer Identification No.) |
250 E. 5th Street, Suite 2110, Cincinnati, Ohio |
45202 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
(702) 534-5577
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
N/A |
N/A |
N/A |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 16, 2022, Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), filed a Certificate of Correction (the “Certificate of Correction”) to the Articles of Amendment and Restatement of the Company (the “Articles”) with the State Department of Assessments and Taxation of Maryland to correct a typographical error related to the aggregate par value related to the number of authorized shares of the Company’s capital stock having par value. Apart from the foregoing correction, no changes were made to the Articles.
The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| 3.1 | Certificate of Correction to the Articles of Amendment and Restatement, filed March 16, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
MOBILE INFRASTRUCTURE CORPORATION |
||
By: |
/s/ Stephanie Hogue |
|
Name: |
Stephanie Hogue |
|
Title: |
President |
|
Dated: March 21, 2022
MOBILE INFRASTRUCTURE CORPORATION
CERTIFICATE OF CORRECTION
THIS IS TO CERTIFY THAT:
FIRST: The title of the document being corrected is Articles of Amendment and Restatement (the “Articles”).
SECOND: The sole party to the Articles is Mobile Infrastructure Corporation, a Maryland corporation (the “Corporation”).
THIRD: The Articles were filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) on September 23, 2015.
FOURTH: The second sentence of Section 5.1. of Article V of the Articles as previously filed with the SDAT is set forth below:
The aggregate par value of all authorized Shares having par value is $11,000.00.
FIFTH: The second sentence of Section 5.1. of Article V of the Articles as corrected hereby is set forth below:
The aggregate par value of all authorized Shares having par value is $10,000.00.
SIXTH: The undersigned acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
-Signature page follows-
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 1st day of March, 2022.
| ATTEST: | MOBILE INFRASTRUCTURE CORPORATION |
| /s/ Stephanie Hogue | By: /s/ Manuel Chavez III (SEAL) |
| Name: Stephanie Hogue | Name: Manuel Chavez III |
| Title: Secretary | Title: Chief Executive Officer |