UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
December 31, 2020
|
|
Date of
Report (Date of Earliest Event Reported)
|
|
Insignia Systems,
Inc.
|
|
(Exact
Name of Registrant as Specified in its Charter)
|
|
Minnesota
|
|
001-13471
|
|
41-1656308
|
|
(State
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
|
8799 Brooklyn Blvd.Minneapolis, Minnesota
|
|
55445
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
(763) 392-6200
|
|
(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 (see General Instruction
A.2):
☐
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 to Section 12(b) of the Act:
|
Title
of each class
|
|
Trading
Symbol
|
|
Name of
each exchange on which registered
|
|
Common Stock, par value $0.01 per share
|
|
ISIG
|
|
The Nasdaq Stock Market LLC
|
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.
Amendment
to Articles of Incorporation.
Effective December
31, 2020, Insignia Systems, Inc. (the “Company”)
amended its articles of incorporation to implement a seven-for-one
reverse stock split. The Company’s common stock began trading
on a split-adjusted basis when the market opened on January 4,
2021.
As a
result of the reverse stock split, at 5:00 p.m. Central Time on the
effective date, every seven shares of common stock then issued and
outstanding automatically were combined into one share of common
stock, with no change in par value per share. No fractional shares
were outstanding following the reverse stock split and any
fractional shares resulting from the reverse stock split were
aggregated and sold by the Company’s transfer agent. The
total number of shares authorized for issuance was reduced to
5,714,285 in proportion to the reverse stock split. The text of the
articles of amendment is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Effective as of the
same time as the reverse stock split, the Governance Compensation
and Nominating Committee of the Company’s Board of Directors
reduced the number of shares of common stock available for issuance
under the Company’s equity compensation plans in proportion
to the reverse stock split. Upon effectiveness, the reverse stock
split also resulted in reductions in the number of shares of common
stock issuable upon exercise or vesting of equity awards in
proportion to the reverse stock split and caused a proportionate
increase in exercise price or share-based performance criteria, if
any, applicable to such awards.
Effective January
4, 2021, the Company restated its articles of incorporation to
reflect all amendments through that date, including the amendment
described above. The text of the Company’s restated articles
of incorporation is attached hereto as Exhibit 3.2 and incorporated
herein by reference.
Item 7.01.
Regulation
FD Disclosure.
On
December 31, 2020, the Company issued a press release announcing
the reverse stock split, the text of which is furnished as Exhibit
99.1 attached hereto.
A total
of 1,747,878 shares of common stock were issued and outstanding
immediately after the reverse stock split became effective on
December 31, 2020. The CUSIP identifier for the Company’s
common stock following the reverse stock split is
45765Y204.
Item
9.01.
Financial
Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
|
|
Articles
of Amendment of Articles of Incorporation (effective as of December
31, 2020)
|
|
Filed
Electronically
|
|
|
|
Restated
Articles of Incorporation (effective as of January 4,
2021)
|
|
Filed
Electronically
|
|
|
|
Press
Release, dated December 31, 2020
|
|
Furnished
Electronically
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
INSIGNIA
SYSTEMS, INC.
|
|
|
|
|
|
|
|
|
Date:
January 6, 2021
|
By:
|
/s/
Kristine A.
Glancy
|
|
|
|
|
|
Kristine A. Glancy
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INSIGNIA SYSTEMS, INC.
The undersigned, Kristine A. Glancy, Secretary of Insignia Systems,
Inc., a Minnesota corporation, (the
“Corporation”), hereby certifies
that:
1.
Article III, Section 1, of the Corporation’s Articles of
Incorporation has been amended to read in its entirety as
follows:
“1.
Authorized
Shares. The authorized shares
of stock of the corporation shall be 5,714,285 shares of common
stock having a par value of $.01 per
share.”
2.
such
amendment was adopted by the Corporation’s Board of Directors
in accordance with the requirements of, and pursuant to, Chapter
302A of the Minnesota Statutes;
3.
such amendment was adopted pursuant to
Section 302A.402 of the Minnesota Statutes in connection with a combination of the
Corporation’s common stock; and
4.
such
amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series of the
Corporation and will not result in the percentage of authorized
shares of any class or series that remains unissued after such
combination exceeding the percentage of authorized shares of the
same class or series remaining unissued before the
combination.
The combination giving rise to the amendment set forth above
concerns a 1-for-7 reverse split of the common stock of the
Corporation. Such combination is being effected as
follows:
A.
at 5:00 p.m. Central Time on December 31, 2020 or,
if later, the date these Articles of Amendment are filed with the
Secretary of State of the State of Minnesota (the
“Effective
Time”), every seven
shares of common stock then outstanding will be combined and
converted into one share of common stock of the
Corporation;
B.
at
the Effective Time, each certificate representing shares of the
authorized but unissued capital stock of the Corporation or book
entries for the same recorded by the Corporation’s transfer
agent and registrar will be deemed to represent one-seventh of the
number of shares held of record by such shareholder of record as of
the Effective Time; and
C.
in
settlement of fractional interests which may arise as a result of
the combination, such common shareholders of record shall be
entitled to cash, without interest, in an amount equal to the
proceeds attributable to the sale of such fractional interests
following the aggregation and sale by the Corporation’s
transfer agent of all fractional interests; provided, however, that
to accommodate the needs of common shareholders of record who may
be acting as nominees for a number of beneficial holders, the
Corporation may settle for cash fractional interests which may
result from the allocation by capital shareholders of record of the
stock split shares to beneficial holders of the common stock,
although the aggregate amount of cash necessary to effect such
settlement may exceed the amount otherwise indicated by the number
of shares held of record by such shareholder.
IN WITNESS WHEREOF, I have subscribed my name this
30th
day of December
2020.
|
|
/s/
Kristine A.
Glancy
|
|
|
|
|
Kristine A. Glancy
|
|
|
|
|
Secretary
|
|
|
Exhibit 3.2
RESTATED ARTICLES OF INCORPORATION
OF
INSIGNIA SYSTEMS, INC.
I, the
undersigned, being a natural person of full age, for the purpose of
forming a corporation under Minnesota Statutes, Chapter 302A, do
hereby adopt the following Articles of Incorporation:
ARTICLE I - NAME
The
name of the corporation shall be Insignia Systems,
Inc.
ARTICLE II — REGISTERED OFFICE
The
location and post office address of the corporation’s
registered office in the State of Minnesota shall be 8799 Brooklyn
Blvd., Minneapolis, MN 55445.
ARTICLE III - STOCK
1. Authorized
Shares. The authorized shares of stock of the corporation
shall be 5,714,285 shares of common stock having a par value of
$.01 per share.
2. No
Preemptive Rights. No shareholder of the corporation shall
have any preemptive or other right to acquire the common stock or
any other securities of the corporation.
3. No
Cumulative Voting. The shareholders of the corporation shall
not be entitled to cumulate their votes in the election of
directors.
ARTICLE IV - INCORPORATOR
The
name and post office address of the incorporator are as
follows:
James
C. Diracles
3500
IDS Center
80
South Eighth Street
Minneapolis,
MN 55402
ARTICLE V - DIRECTORS
The
following persons shall be the directors of the corporation until
their successors are elected and have qualified, or until their
earlier death, resignation, removal, or
disqualification:
G.L.
Hoffman
David
Eiss
ARTICLE VI — LIABILITY OF DIRECTORS
To the
fullest extent permitted by the Minnesota Business Corporation Act,
as the same exists or may hereafter be amended, a director of this
corporation shall not be personally liable to the corporation or
its shareholders for monetary damages for breach of fiduciary duty
as a director. A repeal or modification of this Article shall not
apply to any act or omission by a director which occurs prior to
the effective date of such repeal or modification.
These
Restated Articles of Incorporation of Insignia Systems, Inc. have
been adopted pursuant to Minnesota Statutes, Chapter 302A and
correctly set forth without change the corresponding provisions of
the articles as previously amended.
IN WITNESS WHEREOF, I have subscribed my name this
4th
day of January
2021.
|
|
/s/
Kristine A.
Glancy
|
|
|
Kristine A. Glancy
|
|
|
Secretary
|
Exhibit 99.1
|
Contact:
Insignia Systems,
Inc.
Kristine Glancy,
CEO
(763)
392-6200
|
FOR IMMEDIATE RELEASE
INSIGNIA SYSTEMS, INC. REVERSE STOCK SPLIT
EFFECTIVE DECEMBER 31, 2020
MINNEAPOLIS, MN – December 31, 2020 – Insignia Systems, Inc. (Nasdaq: ISIG)
today announced that effective at 5:00 p.m. central time on
December 31, 2020, the Company will effect a seven-for-one reverse
stock split of its outstanding common stock.
The
Company's common stock will continue to trade under the symbol
“ISIG” and it is expected to open for trading on Nasdaq
on January 4, 2021 on a post-split basis.
The
reverse stock split is primarily intended to bring the Company into
compliance with the minimum bid price requirement to maintain the
listing of its common stock on the Nasdaq Capital Market. Upon the
effectiveness of the reverse stock split, every seven shares of
issued and outstanding common stock at the close of business on
December 31, 2020 automatically will be combined into one issued
and outstanding share of common stock, with no change in par value
per share.
The
reverse stock split will reduce the number of shares of the
Company's authorized common stock from 40 million shares to
approximately 5.7 million shares. No fractional shares will be
issued as a result of the reverse stock split. Any fractional
shares that would result from the reverse stock split will be
cancelled in exchange for the payment of cash
consideration.
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 compensation programs and all outstanding
equity-based awards. The reverse stock split will reduce the number
of shares of common stock issuable upon the exercise or vesting of
equity-based awards and correspondingly increase any applicable
exercise prices. The reverse stock split will affect all
shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s equity, except to the
extent that the reverse stock split results in some shareholders
experiencing an adjustment of a fractional share as described
above.
Shareholders
holding share certificates will receive information from EQ
Shareowner Services, the Company’s transfer agent, regarding
the process for exchanging their shares of common stock.
Shareholders with questions may contact our transfer agent by
calling 800-401-1957.
About Insignia Systems, Inc.
Insignia
Systems, Inc. sells product solutions ranging from in-store to
digital advertising. Consumer-packaged goods (CPG) manufacturers
and retailers across the country rely on our deep expertise in the
dynamic retail environment to provide a full suite of shopper
engagement solutions.
For
additional information, contact (800) 874-4648, or visit the
Insignia website at www.insigniasystems.com
Investor inquiries can be submitted to investorrelations@insigniasystems.com.
Cautionary Statement for the Purpose of Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995
Statements in this press release that are not statements of
historical or current facts are considered forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended. The
words “anticipate,” “continue,”
“expect,” “intend,” “remain,”
“seek,” “will” and similar expressions
identify forward-looking statements. Readers are cautioned not to
place undue reliance on these or any forward-looking statements,
which speak only as of the date of this press release. Statements
made in this press release regarding, for instance, anticipated
future profitability, future service revenues, innovation and
transformation of Insignia’s business, allocations of
resources, benefits of new relationships, and the impacts of the
COVID-19 pandemic and efforts to mitigate the same are
forward-looking statements. These forward-looking statements are
based on current information, which we have assessed and which by
its nature is dynamic and subject to rapid and even abrupt changes.
As such, actual results may differ materially from the results or
performance expressed or implied by such forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors, including those set forth
in our Annual Report on Form 10-K for the year ended December 31,
2019 and additional risks, if any, identified in our Quarterly
Reports on Form 10-Q and our Current Reports on Forms 8-K filed
with the SEC. Such forward-looking statements should be read in
conjunction with Insignia's filings with the SEC. Insignia assumes
no responsibility to update the forward-looking statements
contained in this press release or the reasons why actual results
would differ from those anticipated in any such forward-looking
statement, other than as required by law.
