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): October 17, 2022
Infinite Group, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
| 000-21816 |
| 52-1490422 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
175 Sully’s Trail, Suite 202, Pittsford, New York |
| 14534 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (585) 385-0610
N/A
(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:
☐ | 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 October 17, 2022, the Board of Directors (the “Board”) of Infinite Group, Inc. (the “Company”) approved a 75-to-1 reverse stock split of the Company’s issued and outstanding common stock and treasury stock, effective at 12:01 a.m. Eastern Time on October 19, 2022 (the “Effective Date”) (the “Reverse Stock Split”). On October 18, 2022 the Company filed a Certificate of Amendment to amend the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.
The Reverse Stock Split was previously approved by the Company’s shareholders at the Company’s January 26, 2022 annual meeting of stockholders and does not affect the total number of shares of Common Stock that the Company is authorized to issue.
The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events.
The Reverse Stock Split was announced by FINRA (the Financial Industry Regulatory Authority) on October 18, 2022 and becomes effective at the commencement of trading on the Effective Date, whereupon the shares of common stock will begin trading on a split-adjusted basis.
As a result of the Reverse Stock Split, every seventy-five (75) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock. Any and all fractional shares resulting from the Reverse Split will be round up to the nearest whole share.
On the Effective Date, the Company’s shares will continue to trade on the OTC Marketplace but the trading symbol will change to “IMCID” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “IMCI”.
Additionally, on October 18, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: October 19, 2022 | Infinite Group, Inc. |
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| By: | /s/ James Villa |
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| James Villa |
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| Chief Executive Officer |
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| 3 |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INFINITE GROUP, INC.
INFINITE GROUP, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:
FIRST: The name of the corporation is Infinite Group, Inc. (the “Corporation”).
SECOND: The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 14, 1986.
THIRD: The amendment effected by this Certificate of Amendment is as follows:
A. The following shall be added in its entirety to Article FOURTH of the Corporation’s Certificate of Incorporation:
“Upon the Effective Time, pursuant to the Delaware General Corporation Law, of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each seventy-five (75) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the "Reverse Stock Split"). No fractional shares shall be issued in connection with the Reverse Stock Split and fractional shares resulting from the Stock Split will be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to rounding of fractional share interests as described above."
FOURTH: This Certificate of Amendment shall become effective on October 19, 2022 at 12:01 a.m. Eastern Time (the “Effective Time”).
FIFTH: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Signature page follows.]
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IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its duly authorized officer on this 17th day of October 2022.
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| By: | /s/ James Villa |
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| James Villa, Chief Executive Officer |
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| 2 |
EXHIBIT 99.1
Infinite Group, Inc. Announces Implementation of Reverse Stock Split in Preparation for Planned Uplisting to Nasdaq
PITTSFORD, NY /October 18, 2022 04:15 ET | Source: Infinite Group, Inc.
Infinite Group, Inc. (OTCQB: IMCI) (the “Company” or “IGI”), a developer of cybersecurity software and related cybersecurity consulting, advisory, and managed information security services, announced today that the Company plans to implement a 75-to-1 reverse split of its common stock in preparation for the planned listing of its securities on The Nasdaq Capital Market (“Nasdaq”). The Company’s common stock will begin trading on a split-adjusted basis on the OTC Markets system effective with the open of the market on Wednesday, October 19, 2022 under the temporary ticker symbol “IMCID.” The fifth character “D” will remain appended to the Company’s symbol for 20 business days or until the Company is listed on Nasdaq, whichever comes first, at which point the Company’s trading symbol will revert back to “IMCI.”
The Company has filed an application to list its common stock on The Nasdaq Capital Market and believes it satisfies the financial and liquidity requirements for initial listing other than the minimum share price requirement. The reverse stock split is intended to enable the Company to satisfy the price requirement and thereby satisfy all criteria for initial listing on Nasdaq.
As a result of the reverse stock split, every 75 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares rounded up to the next higher whole share. Immediately following the reverse stock split, the Company will have approximately 453,149 shares of common stock issued and outstanding.
Additional information concerning the reverse stock split can be found in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission (“SEC”) on December 27, 2021.
About IGI
Headquartered in Rochester, NY with a remote workforce spanning across the United States, IGI delivers people-driven cybersecurity for personalized, resilient cyber defense focused on individualized business strategy, enterprise-wide expertise, and unshakeable partnership. IGI is the OEM of the patented Nodeware® vulnerability management solution, an award-winning SaaS platform that continuously scans networks to identify critical vulnerabilities. Learn more at igicybersecurity.com and igicyberlabs.com.
Forward-Looking Statement
This release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, we can give no assurance or guarantee that such expectations and assumptions will prove to have been correct. Forward-looking statements are generally identifiable by the use of words like "may," "will," "should," "could," "expect," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including but not limited to: the ability of our products and services to detect and prevent cybersecurity threats, our ability to maintain our listing on the OTCQB Market, our ability to qualify and list our securities on the Nasdaq Capital Market, our ability to maintain and expand our business partnerships, adverse economic conditions, competition, federal, state and local government regulation, international governmental regulation, inadequate capital, inability to carry out research, development and commercialization plans, loss or retirement of key executives and other specific risks, including those discussed under the heading “Risk Factors” in our Annual Reports and Quarterly Reports filed with the Securities and Exchange Commission. To the extent that statements in this press release are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this release are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Readers are advised to review our filings with the Securities and Exchange Commission that can be accessed over the Internet at the SEC's website located at http://www.sec.gov, as well as IGI's website located at https://igicybersecurity.com/.
Media Contact
Nour Dandan, Marketing Manager
ndandan@igius.com
(585) 485-5785
For investment inquiries, contact IR@igius.com.