Luminar Technologies Files 8-K on Security Holder Rights
Ticker: LAZRQ · Form: 8-K · Filed: Nov 22, 2024 · CIK: 1758057
Sentiment: neutral
Topics: corporate-action, filing, legal
Related Tickers: LAZR
TL;DR
Luminar filed an 8-K on Nov 20th about security holder rights & corporate changes.
AI Summary
On November 20, 2024, Luminar Technologies, Inc. filed an 8-K report detailing material modifications to security holder rights and amendments to its articles of incorporation. The filing also includes financial statements and exhibits, with the report being filed as of November 22, 2024.
Why It Matters
This filing indicates potential changes affecting the rights of Luminar's security holders and amendments to its corporate structure, which could impact investors.
Risk Assessment
Risk Level: low — The filing is a standard corporate disclosure and does not appear to contain immediate negative financial news.
Key Numbers
- 1231 — Fiscal Year End (Indicates the company's annual reporting cycle.)
Key Players & Entities
- Luminar Technologies, Inc. (company) — Registrant
- November 20, 2024 (date) — Date of earliest event reported
- November 22, 2024 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
- 001-38791 (filing_id) — SEC File Number
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to rights of security holders were made, but the specific details are not provided in the header information.
What amendments were made to Luminar's articles of incorporation or bylaws?
The filing states there were amendments to articles of incorporation or bylaws, but the specifics are not detailed in the provided header.
What is the significance of filing financial statements and exhibits with this 8-K?
Filing financial statements and exhibits alongside this 8-K provides supporting documentation for the reported corporate actions and changes.
When was Luminar Technologies, Inc. incorporated or last changed its jurisdiction?
Luminar Technologies, Inc. was formerly incorporated in Florida (FL) and changed its name on December 3, 2020, and was previously Gores Metropoulos, Inc. before November 2, 2018.
What is Luminar's principal executive office address?
Luminar's principal executive offices are located at 2603 Discovery Drive, Suite 100, Orlando, Florida 32826.
Filing Stats: 1,059 words · 4 min read · ~4 pages · Grade level 11.4 · Accepted 2024-11-22 16:25:59
Key Financial Figures
- $0.0001 — red Class A Common Stock, par value of $0.0001 per share LAZR The Nasdaq Stock Market
Filing Documents
- lazr-20241120.htm (8-K) — 31KB
- luminartechnologiesinc-d.htm (EX-3.1) — 2KB
- luminartechnologiesinc-d001.jpg (GRAPHIC) — 69KB
- luminartechnologiesinc-d002.jpg (GRAPHIC) — 231KB
- luminartechnologiesinc-d003.jpg (GRAPHIC) — 130KB
- luminartechnologiesinc-d004.jpg (GRAPHIC) — 55KB
- 0001628280-24-048992.txt ( ) — 831KB
- lazr-20241120.xsd (EX-101.SCH) — 2KB
- lazr-20241120_lab.xml (EX-101.LAB) — 23KB
- lazr-20241120_pre.xml (EX-101.PRE) — 13KB
- lazr-20241120_htm.xml (XML) — 3KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 20, 2024, Luminar Technologies, Inc. (the "Company") effected a 1-for-15 reverse stock split (the "Reverse Stock Split") of its Class A common stock, par value $0.0001 per share ("Class A Common Stock"), and Class B common stock, par value $0.0001 per share ("Class B Common Stock," and together with the Class A Common Stock, "Common Stock"). As previously disclosed, at a special meeting of stockholders held on October 30, 2024 (the "Special Meeting"), the stockholders of the Company approved a proposal to authorize the Company's Board of Directors (the "Board") to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to effect a reverse stock split of all of the outstanding Common Stock and any Common Stock held by the Company as treasury shares, at any time prior to December 31, 2024, at a ratio of 1-for-5 to 1-for-20, as determined by the Board in its discretion. As previously disclosed, on November 13, 2024, the Board approved the Reverse Stock Split at a ratio of 1-for-15 (the "Reverse Stock Split Ratio"). On November 20, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment (the "Certificate of Amendment") to amend the Charter to effect the Reverse Stock Split as of 5:01 p.m., Eastern Time on November 20, 2024 (the "Effective Time"). Trading of the Class A Common Stock on The Nasdaq Global Select Market commenced on a split-adjusted basis on November 21, 2024 under the existing trading symbol "LAZR." The new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 550424 303. As a result of the Reverse Stock Split, every fifteen (15) shares of Common Stock issued or outstanding were automatically reclassified into one (1) validly issued, fully paid and nonassessable share of Class A Common Stock or Class B Common Stock, as applicable, subject
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Luminar Technologies, Inc. 104 Cover page interactive data file formatted in Inline XBRL.
SIGNATURES
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 hereunto duly authorized. Luminar Technologies, Inc. Date: November 22, 2024 By: /s/ Thomas J. Fennimore Name: Thomas J. Fennimore Title: Chief Financial Officer