| 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 19, 2024, Aligos Therapeutics, Inc. (the “Company”) effected a 1-for-25 reverse stock split of its common stock (the “Reverse Stock Split”). At the 2024 annual meeting of stockholders held on June 27, 2024 (the “Annual Meeting”), the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion following the Annual Meeting, to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s authorized, issued and outstanding voting and non-voting common stock at an exchange ratio of not less than 1-for-5 and not more than 1-for-30 with the exact ratio to be set within this range by the Board in its sole discretion. On July 24, 2024, following the Annual Meeting, the Board approved the Reverse Stock Split and on August 6, 2024, a Reverse Split Committee of the Board approved of the final ratio of 1-for-25 for the Reverse Stock Split. On August 14, 2024, the Company filed a certificate of amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to amend the Company’s amended and restated certificate of incorporation and effect the Reverse Stock Split. The Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on August 19, 2024.
As a result of the Reverse Stock Split, every 25 shares of the Company’s common stock issued or outstanding was automatically reclassified into one new share of common stock without any action on the part of the holders. The Reverse Stock Split does not modify any rights or preferences of the shares of the Company’s common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding options and awards of restricted stock units, as applicable, and common and pre-funded warrants exercisable for shares of common stock, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The shares of common stock issued pursuant to the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the par value of the common stock.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment in lieu thereof at a price equal to the closing sale price per share of common stock as reported on the Nasdaq Capital Market on August 16, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split, multiplied by the number of shares of pre-split common stock held by the stockholder that would otherwise have been exchanged for such fractional share interests.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum required closing bid price for continued listing on the Nasdaq Capital Market. Trading of the Company’s common stock on the Nasdaq Capital Market commenced on a split-adjusted basis when the market opened on August 19, 2024, under the existing trading symbol “ALGS.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 01626L 204.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, 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
