Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 5, 2021, InvenTrust Properties Corp. (the “Company”) effected a one-for-ten reverse stock split (the “Reverse Stock Split”) of each issued and outstanding share of common stock, par value $0.001 per share (the “Common Stock”) of the Company by filing Articles of Amendment previously approved by the Board of Directors of the Company (the “Board”) on July 26, 2021 (the “Split Charter Amendment”), and immediately after the Reverse Stock Split, the Company decreased the par value of each issued and outstanding share of Common Stock from $0.01 par value per share to $0.001 par value per share (the “Par Value Charter Amendment” and together with the Split Charter Amendment, the “Charter Amendments”). As a result of the Reverse Stock Split, every 10 shares of issued and outstanding Common Stock were changed into one share of Common Stock.
In addition, equitable adjustments were made to the maximum number of shares of Common Stock that may be issued pursuant to the Company’s 2015 Incentive Award Plan (the “Plan”) and the maximum number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Plan, in each case, to reflect the Reverse Stock Split. The number of shares of Common Stock subject to outstanding awards under the Plan, and certain performance goals applicable to such awards, have also been equitably adjusted to reflect the Reverse Stock Split.
The Company will not issue fractional shares in connection with the Reverse Stock Split. Instead, any fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
The Reverse Stock Split affected all record holders of the Company’s Common Stock uniformly and did not affect any record holder’s percentage ownership interest, except for de minimis changes as a result of the elimination of fractional shares. The Reverse Stock Split did not affect the number of the Company’s authorized shares of Common Stock.
The foregoing description of the Charter Amendments is qualified in its entirety by reference to the Split Charter Amendment and the Par Value Charter Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 5, 2021, the Company issued a press release announcing (a) a 5% increase to the dividend payment starting in the fourth quarter of 2021, (b) the effectiveness of the Reverse Stock Split, (c) the suspension of the Company’s Third Amended and Restated Share Repurchase Program (as amended, the “SRP”), effective September 5, 2021, and (d) the Board’s intention to evaluate potential liquidity alternatives for the Company and its stockholders, including a potential listing event of its Common Stock on a national securities exchange. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 5, 2021, the Company also provided a letter to its stockholders to (a) provide notice of a 5% increase to the dividend payment starting in the fourth quarter of 2021, (b) give notice of the Reverse Stock Split, (c) disclose that the Board voted to suspend the SRP until further notice, effective September 5, 2021, and (d) disclose the Board’s intention to evaluate potential liquidity alternatives for the Company and its stockholders, including a potential listing event of its Common Stock on a national securities exchange. The full text of the letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
