UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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| 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:
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| The Stock Market LLC |
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).
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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 March 28, 2024, AERWINS Technologies, Inc. (the “Company”) filed a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, as amended (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.000001 (“Common Stock”). The Reverse Stock Split is expected to become effective at the market open on April 2, 2024 on the Nasdaq Capital Market (“Nasdaq”) and the Common Stock is expected to begin trading on Nasdaq on a Reverse Stock Split-adjusted basis on April 2, 2024 at market open. The Company’s stockholders previously approved the reverse stock split and granted the board of directors the authority to determine the exact split ratio and when to proceed with the reverse stock split at the Company’s Annual Meeting of Stockholders held on November 20, 2023. The Company’s board of directors approved the Reverse Stock Split in the ratio of 1-for-100 on March 19, 2024.
The par value and other terms of the Common Stock were not affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split Common Stock CUSIP number will be 00810J207.
A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release (the “Press Release”) on March 28, 2024 regarding the Reverse Stock Split. The information included in the Press Release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, as amended filed with the Delaware Secretary of State on March 28, 2024. | |
| 99.1 | Press release of the registrant issued on March 28, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| Date: March 28, 2024 | AERWINS Technologies Inc. | |
| By: | /s/ Kiran Sidhu | |
| Kiran Sidhu | ||
| Chief Executive Officer | ||
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED,
OF
AERWINS TECHNOLOGIES INC.
Under Section 242 of the Delaware General Corporation Law
AERWINS Technologies Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is AERWINS Technologies Inc.
SECOND: The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is February 12, 2021. The Corporation filed a Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 15, 2021 (the “Second Amended and Restated Certificate”), a Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on August 9, 2021 (the “Third Amended and Restated Certificate”) and a Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 3, 2023 (the “Fourth Amended and Restated Certificate”). The Certificate of Incorporation of the Corporation, as so amended and restated to date, is referred to as the “Current Certificate”.
THIRD: The Current Certificate is hereby amended by deleting Section 4(a) of the Current Certificate in its entirety and replacing it with the following:
Section 4(a) Classes and Number of Shares; Reverse Stock Split.
| (i) | Classes and Number of Shares. The total number of shares of all classes of stock, which the Corporation shall have authority to issue shall be Four Hundred Million (400,000,000) shares of common stock, par value of $0.000001 per share (the “Common Stock”) and Twenty Million (20,000,000) shares of preferred stock, par value of $0.000001 per share (the “Preferred Stock”). The shares of Common Stock that were classified as Class A Common Stock in the Third Certificate are hereby classified as Common Stock hereunder. |
| 1 |
| (ii) | Reverse Stock Split. Upon the effectiveness of this Certificate of Amendment (the “Effective Time”), each share of the Common Stock issued and outstanding at the Effective Time (collectively, the “Pre-Split Common Stock”) shall automatically and without any action on the part of the holder thereof be reclassified such that each one hundred (100) shares of the Common Stock shall become one share of the Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued at the Effective Time as a result of the Reverse Stock Split, and that, instead of issuing such fractional shares of Common Stock, any fractional shares shall be rounded up to the next higher whole share. Each stock certificate that, immediately prior to the Effective Time, representing shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified in the Reverse Stock Split, provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified in the Reverse Stock Split. The authorized number of shares, and par value per share, of Common Stock shall not be affected by the Reverse Stock Split. The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock of the Corporation and all references to such Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Common Stock shall be deemed to be references to the Common Stock or options or rights to purchase or acquire shares of Common Stock, as the case may be, after giving effect to the Reverse Stock Split. |
FOURTH: The remaining provisions of the Current Certificate not affected by the aforementioned amendment shall remain in full force and not be affected by this Certificate of Amendment.
FIFTH: The amendment of the Current Certificate effected by this Certificate of Amendment was duly authorized by the stockholders of the Corporation on November 20, 2023, after first having been declared advisable by the Board of Directors of the Corporation on September 26, 2023, all in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware.
SIXTH: The foregoing amendment will be effective as of the date of filing with the Secretary of State of Delaware.
| 2 |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 28th day of March, 2024.
| By: | /s/ Kiran Sidhu | |
| Name: | Kiran Sidhu | |
| Title: | Chief Executive Officer |
| 3 |
Exhibit 99.1
AERWINS Technologies Announces 1-For-100 Reverse Stock Split
LOS ANGELES, CA, March 28, 2024 – AERWINS Technologies Inc. (Nasdaq: AWIN) (“AERWINS” or “the Company”) today announced that the Company’s board of directors has resolved to effectuate a reverse stock split of AERWINS’s issued and outstanding common stock, par value $0.000001 per share (“Common Stock”) and has determined the ratio to be 1-for-100. AERWINS’s stockholders previously approved the reverse stock split and granted the board of directors the authority to determine the exact split ratio and when to proceed with the reverse stock split at the Company’s Annual Meeting of Stockholders held on November 20, 2023.
The reverse stock split will become effective at the market open on April 2, 2024, (“Effective Time”) and the Company’s Common Stock is expected to begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) as of the open of trading on April 2, 2024, under the existing ticker symbol, “AWIN.” The reverse stock split is intended to increase the price per share of the Company’s Common Stock to allow the Company to demonstrate compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2).
As of the Effective Time, every 100 shares of the Company’s issued and outstanding Common Stock will be combined into one issued and outstanding share of Common Stock. The par value per share of our Common Stock will remain unchanged at $0.000001. Proportional adjustments will be made to the number of shares of Common Stock issuable upon the exercise of the Company’s outstanding warrants, options and restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans. The total number of authorized shares of Common Stock and preferred stock will not be reduced and remain at 400,000,000 and 20,000,000 shares, respectively. No fractional shares will be issued as a result of the reverse stock split; rather, any fractional shares shall be rounded up to the next higher whole share.
The Company’s transfer agent, Continental Stock & Trust Company, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of Common Stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.
Additional information about the reverse stock split can be found in AERWINS’s definitive proxy statement filed with the Securities and Exchange Commission on October 11, 2023, a copy of which is available at www.sec.gov.
About AERWINS Technologies Inc.
AERWINS Technologies Inc., through its U.S.-based subsidiary, is redesigning a single-seat optionally Manned Air Vehicle (“MAV” or “Manned Air Vehicle”). We aim to align this vehicle with the stringent requirements of the Federal Aviation Administration’s (“FAA”) Powered Ultra-Light Air Vehicle Category, setting a new standard for safe low-altitude manned flight.
For further information, please contact:
Kiran Sidhu
Chief Executive Officer
E: info@aerwins.us
T: +1 (702) 527-1270
www.aerwins.us
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking statements include risks and uncertainties, and important factors could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks, and uncertainties are discussed in AERWINS’ filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown uncertainties and other factors which are, in some cases, beyond AERWINS’ control and could, and likely will, materially affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects AERWINS’ current views concerning future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. AERWINS assumes no obligation to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available. The contents of any website referenced in this press release are not incorporated by reference herein.