UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
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 Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Greenidge Generation Holdings Inc. (the “Company”) today announced that a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) was filed with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share (the “Class A common stock”) and Class B common stock, par value $0.0001 per share (the “Class B common stock”, together with the Class A common stock, the “Common Stock”), together, such that all outstanding shares of Common Stock shall be reclassified into a smaller number of shares such that every ten (10) shares of Class A common stock are combined and reclassified into one (1) share of Class A common stock and every ten (10) shares of Class B common stock are combined and reclassified into one (1) share of Class B common stock (the “Reverse Stock Split”), which will become effective as of 12:01 a.m. Eastern Time on May 16, 2023.
The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On May 15, 2023, the Company issued a press release announcing that the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on May 16, 2023 and other matters related to the Reverse Stock Split.
A copy of the press release announcing these matters is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 15th day of May, 2023.
| Greenidge Generation Holdings Inc. | |||||
By: | /s/ Robert Loughran | ||||
Name: | Robert Loughran | ||||
Title: | Chief Financial Officer | ||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GREENIDGE GENERATION HOLDINGS INC.
Greenidge Generation Holdings Inc. (the “Corporation”), a corporation duly organized and existing under the Delaware General Corporation Law (the “DGCL”), does hereby certify that:
First. The amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as amended, set forth below, was duly adopted by the Board of Directors by written consent in accordance with the provisions of Sections 141 and 242 of the DGCL and was approved by the stockholders by written consent in accordance with Section 228 and 242 of the DGCL, which written consent was signed by holders representing the necessary number of shares, as required by statute, to vote in favor of the amendment.
Second. The Amended and Restated Certificate of Incorporation, as amended, is hereby amended by adding the following to the end of Article IV.A.4:
“Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every ten (10) shares of the Corporation’s issued and outstanding Class A Common Stock and Class B Common Stock, that are issued and outstanding immediately prior to the Effective Time shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined into either one (1) validly issued, fully paid and non-assessable share of the Corporation’s Class A Common Stock or one (1) validly issued, fully paid and non-assessable share of the Corporation’s Class B Common Stock, respectively, provided that in the event a stockholder would otherwise be entitled to a fraction of a share of Common Stock, pursuant to the provisions of this Article, the Corporation shall, in lieu of issuing any such fractional share, round up to the nearest whole share and no fractional shares shall be issued.”
Third. Except as herein amended, the Corporation’s Amended and Restated Certificate of Incorporation, as amended, shall remain in full force and effect.
Fourth. The Effective Time of this Amendment will be May 16, 2023 at 12:01 a.m. Eastern Time.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 12th day of May, 2023.
GREENIDGE GENERATION HOLDINGS INC. | |||||||||||||||||||||||||||||
By: | /s/ David Anderson | ||||||||||||||||||||||||||||
Name: | David Anderson | ||||||||||||||||||||||||||||
Title | Chief Executive Officer | ||||||||||||||||||||||||||||
Exhibit 99.1
Greenidge Generation’s 1-for-10 Reverse Stock Split Will Become Effective
The Company’s Class A common stock will begin trading on a split-adjusted basis on May 16, 2023
Fairfield, Conn. – May 15, 2023 – Greenidge Generation Holdings Inc. (NASDAQ: GREE) (“Greenidge” or the “Company”), a vertically integrated cryptocurrency datacenter and power generation company, today announced that its previously announced 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001 per share will become effective as of 12:01 a.m. Eastern Time on May 16, 2023. The Company’s Class A common stock will begin trading on a split-adjusted basis on The Nasdaq Global Select Market when the markets open on May 16, 2023 under the existing trading symbol “GREE” and new CUSIP number: 39531G 308.
The Reverse Stock Split affects all issued and outstanding shares of Class A common stock. As a result of the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding Class A common stock will automatically combine into one share of issued and outstanding Class A common stock. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Class A common stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding Class A common stock, except for adjustments that may result from the treatment of fractional shares, as described above.
The terms of equity-based awards (including exercise price and number of shares issued thereunder) are being proportionately adjusted, in accordance with the terms of the applicable agreement.
About Greenidge Generation Holdings Inc.
Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated cryptocurrency datacenter and power generation company.
For further information, please contact:
Investor Relations
investorrelations@greenidge.com
Media Inquiries
media@greenidge.com