Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 34K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 13K
3: EX-99.1 Miscellaneous Exhibit HTML 16K
7: R1 Cover Page Document HTML 45K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- avtx-20231228_htm XML 14K
9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
5: EX-101.LAB XBRL Labels -- avtx-20231228_lab XML 68K
6: EX-101.PRE XBRL Presentations -- avtx-20231228_pre XML 33K
4: EX-101.SCH XBRL Schema -- avtx-20231228 XSD 10K
11: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K
12: ZIP XBRL Zipped Folder -- 0001628280-23-042817-xbrl Zip 23K
i540 Gaither Road, Suite 400, iRockville, iMarylandi20850
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (i410) i522-8707
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, $0.001 Par Value
iAVTX
Nasdaq
Capital Market
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 i☐
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 3.03 Material Modifications to Rights of Security Holders.
Avalo Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of Delaware for the purpose of effecting a reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s
common stock at a ratio of one (1) share for every two hundred forty (240) shares outstanding, so that every two hundred forty (240) outstanding shares of common stock before the Reverse Stock Split represent one (1) share of common stock after the Reverse Stock Split. The Reverse Stock Split, which was approved by our stockholders at the annual meeting of stockholders held on December 20, 2023, was effective at 5:00 p.m. on December 28, 2023.
Immediately prior to the Reverse Stock Split, there were approximately 192,386,419 shares of common stock outstanding. After the Reverse Split, there will be approximately 801,611 shares outstanding. Each stockholder’s percentage ownership interest in the Company and proportional
voting power will remain unchanged after the Reverse Stock Split except for minor changes and adjustments resulting from rounding of fractional interests. No fractional shares will be issued in connection with the Reverse Stock Split. Each stockholder who would otherwise be entitled to receive a fraction of a share of the Company’s common stock will instead receive one whole share of common stock. Because the Certificate of Amendment did not reduce the number of authorized shares of common stock, the effect of the Reverse Stock Split was to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the common stock and the rights and privileges of the holders of common stock are unaffected by the Reverse Stock Split other than any impact on proportional voting power
due to rounding up of fractional shares.
The Reverse Stock Split was effected primarily to enable the Company to meet the continued listing criteria for Nasdaq’s Capital Market.
The Company’s transfer agent, Equiniti Trust Company, LLC (“EQ”), will serve as the exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the Reverse Stock Split. EQ will be issuing, automatically and without the need for stockholder action, all of the post-split shares in paperless, “book-entry” form and EQ will hold the shares in an account set up for the stockholder. Those stockholders holding common stock
in “street name” will receive instructions from their brokers.
Pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company’s outstanding options and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan will be reduced proportionately.
Copies of the Certificate of Amendment and the press release reporting the Reverse Stock Split are attached to this Current Report on Form 8-K as Exhibits 3.1 and 99.1, respectively.
The
cover pages of this Current Report on Form 8-K, formatted in Inline XBRL.
1
SIGNATURE
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.