| Item 3.03 | Material Modification to Rights of Security Holders |
The disclosures set forth in Items 5.03 and 5.07 of this Current Report on Form 8-K are incorporated by reference in this Item 3.03 to the extent required.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 26, 2023, View, Inc. (“View” or the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 60-for-1 reverse stock split of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock,” and such reverse stock split, the “Reverse Stock Split”). The Reverse Stock Split became effective upon the filing of the Certificate of Amendment on July 26, 2023 (the “Effective Time”), and View’s Common Stock will begin trading on a split-adjusted basis at market open today, July 27, 2023.
As previously disclosed, on July 25, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a reverse stock split ratio of 40-for-1, 45-for-1, 50-for-1, 55-for-1 or 60-for-1, such ratio to be fixed by the Board of Directors (the “Board”) of the Company at a later date. Following the Annual Meeting, on July 25, 2023, the Board approved the implementation of the Reverse Stock Split at a ratio of 60-for-1. The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the Nasdaq Stock Market LLC (“Nasdaq”).
As a result of the Reverse Stock Split, every 60 shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, Continental Stock Transfer & Trust Company, the Company’s transfer agent (“Continental”), will aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise have been entitled to receive a fractional share as a result of the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 242,446,036 shares to approximately 4,040,767 shares, subject to adjustment for the treatment of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will not be affected. A proportionate adjustment was also made to the maximum number of shares issuable under the Company’s 2021 Equity Incentive Plan.
Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required to take any action.
The Common Stock will begin trading on a split-adjusted basis on Nasdaq at the market open on July 27, 2023. The trading symbol for the Common Stock will remain “VIEW”. The new CUSIP number for the Common Stock following the Reverse Stock Split is 92671V 304.
The foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On July 25, 2023, View held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals and cast their votes as set forth below:
Proposal 1
The stockholders voted to elect each of Rao Mulpuri, Toby Cosgrove, Nigel Gormly, Julie Larson-Green, Lisa Picard and Scott Rechler, each for a term expiring at the next annual meeting of stockholders or until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal, based on the following votes:
