Pima Arizona Proposal to amend certificate of incorporation to effectuate a one for ten reverse stock split

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Multi-State
County:
Pima
Control #:
US-CC-3-213B
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This sample form, a detailed Proposal to Amend Certificate of Incorporation to Effectuate a One-for-Ten Reverse Stock Split document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Lima, Arizona — Proposal to Amend Certificate of Incorporation to Effectuate a One for Ten Reverse Stock Split The Lima Arizona Proposal to amend its certificate of incorporation aims to implement a one for ten reverse stock splits. This strategic move is intended to benefit the company and its shareholders by aligning the stock price with the company's performance and market standards. By reducing the number of outstanding shares and increasing the share price, a reverse stock split seeks to enhance shareholder value and attract investors. A reverse stock split is a financial maneuver where a company reduces the total number of its outstanding shares, while simultaneously increasing the stock price proportionally. In the case of Lima Arizona, this proposal suggests that for every ten shares currently held by shareholders, one new share would be issued. Consequently, the stock price would increase tenfold, fostering a more favorable perception of the company's value. This proposal to amend the certificate of incorporation is based on several key factors. Firstly, it is crucial to align the stock price with the company's financial performance. A low stock price might give investors the impression that the company is not performing well, which could deter potential buyers. By implementing a reverse stock split, Lima Arizona endeavors to enhance the appeal of its stock in the eyes of potential investors and improve market perception. Additionally, a reverse stock split can assist with compliance requirements. Some stock exchanges and regulatory bodies impose minimum stock price thresholds for continued listing. By increasing the stock price through a reverse stock split, Lima Arizona aims to fulfill these listing requirements, thereby maintaining its position on prestigious exchanges and attracting more institutional investors. The Lima Arizona Proposal encompasses different variations of the reverse stock split. Apart from the common one for ten reverse stock splits, other possible options could include a one for five or a one for twenty reverse stock splits. The chosen ratio would depend on the specific circumstances and goals of the company. Each variation alters the number of shares affected by the split, ultimately affecting the new stock price. In conclusion, the Lima Arizona Proposal to amend its certificate of incorporation to effectuate a one for ten reverse stock splits is an important strategic decision aimed at increasing shareholder value and market perception. By reducing the total outstanding shares, this proposal seeks to align the stock price with the company's performance, fulfill listing requirements, and attract potential investors. The specific ratio chosen for the reverse stock split can vary and should be determined based on careful evaluation of the company's circumstances and goals.

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FAQ

Although the SEC has authority over a broad range of corporate activity, state corporate law and a company's articles of incorporation and by-laws generally govern the company's ability to declare a reverse stock split and whether shareholder approval is required.

Calculating the effects of a reverse stock split is easy. Simply divide the number of shares you own by the split ratio and multiply the pre-split share price by the same amount.

Reverse stock splits don't affect the number of authorized shares, but a forward stock split issues new stock from the company's authorized shares. When new shares are issued by a company, it adds to the number of outstanding shares and reduces each shareholder's percentage of ownership in the company.

Generally, the split must be approved by either the board of directors or shareholders, depending on the company's bylaws and state corporate law. Public companies that file with the SEC can notify shareholders about an upcoming reverse stock split with a proxy statement on forms 8-K, 10-Q, or 10-K.

What is FINRA's role? FINRA does not approve reverse splits, but it does process reverse stock splits as part of its functions related to company corporate actions in the OTC market. OTC companies must submit notice to FINRA 10 days prior to the record/effective date of the corporate action.

For example: For a 1-for-2 reverse stock split, enter 1 in the New Shares field and 2 in the Old Shares field. Open the account you want to use. Click Enter Transactions. In the Enter Transaction list, select Stock Split. Use this dialog to record the split. Click a link below for more information. Transaction date.

No journal entry is recorded for a stock split. Instead, the company prepares a memo entry in its journal that indicates the nature of the stock split and indicates the new par value. The balance sheet will reflect the new par value and the new number of shares authorized, issued, and outstanding after the stock split.

What is required should an issuer choose to do a reverse stock split? Generally, a public company can declare a reverse split if it obtains the approval of its board of directors. Most often shareholder approval is not required.

If company management wants to increase the number of authorized shares, it must obtain the approval of the shareholders via a formal vote. Stock splits affect only the issued and outstanding stock -- the authorized shares don't split.

Will the reverse stock split change the par value of the share? Yes, the par value of each share will be increased proportionally to the exchange ratio, i.e. it will be multiplied by 20.

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Pima Arizona Proposal to amend certificate of incorporation to effectuate a one for ten reverse stock split