Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
A copy of the Articles of Amendment has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become
effective with
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company's Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 300, rounded up (if applicable) to the next whole number. No fractional shares will be issued, and no cash or other consideration will be paid in connection with the Reverse Stock Split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Certificates. Stockholders who hold their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send their certificates to the Company's transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
vStockTransfer, LLC 18 Lafayette Place Woodmere, NY 11598 Phone: (212) 828-8436 Facsimile: (646) 536-3179
Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Articles of Amendment to the Articles of Incorporation ofBrewBilt 3.1Manufacturing, Inc. , as filed with the Secretary of State of theState of Florida onMarch 3, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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