MITQ Reports Material Modifications to Shareholder Rights, Bylaws

Ticker: MITQ · Form: 8-K · Filed: Jan 9, 2024 · CIK: 1770236

Complexity: simple

Sentiment: mixed

Topics: corporate-governance, shareholder-rights, bylaws, 8-K

TL;DR

**MITQ just flagged potential changes to shareholder rights and bylaws; watch for details.**

AI Summary

MOVING iMAGE TECHNOLOGIES, INC. (MITQ) filed an 8-K on January 9, 2024, reporting an event on January 8, 2024, concerning "Material Modifications to Rights of Security Holders" and "Amendments to Articles of Incorporation or Bylaws." This filing indicates potential changes to shareholder rights or the company's foundational rules, which could impact the value or control associated with owning MITQ stock. Investors should pay close attention to the specific details of these modifications, as they could affect voting power, dividend rights, or other key aspects of their investment.

Why It Matters

Changes to shareholder rights or company bylaws can directly impact an investor's ownership stake, voting power, and potential returns, making this a critical filing for current and prospective shareholders.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to shareholder rights and bylaws, which could be either positive or negative depending on the specific changes, introducing uncertainty.

Analyst Insight

A smart investor would closely monitor subsequent filings or company announcements for the specific details of the "Material Modifications to Rights of Security Holders" and "Amendments to Articles of Incorporation or Bylaws" to assess their potential impact on their investment in MITQ.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

What specific items were reported in this 8-K filing by MOVING iMAGE TECHNOLOGIES, INC.?

MOVING iMAGE TECHNOLOGIES, INC. reported under Item 5.03 "Material Modifications to Rights of Security Holders" and "Amendments to Articles of Incorporation or Bylaws," as well as Item 8.01 "Other Events" and Item 9.01 "Financial Statements and Exhibits" on January 8, 2024.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 8, 2024, as stated in the 'Date of report (Date of earliest event reported)' section.

What is the trading symbol and the exchange where MOVING iMAGE TECHNOLOGIES, INC.'s Common Stock is registered?

MOVING iMAGE TECHNOLOGIES, INC.'s Common Stock, with a par value of $0.00001, trades under the symbol MITQ on the NYSE American LLC exchange.

What is the state of incorporation for MOVING iMAGE TECHNOLOGIES, INC.?

MOVING iMAGE TECHNOLOGIES, INC. is incorporated in Delaware, as indicated in the filing.

What is the business address and phone number of MOVING iMAGE TECHNOLOGIES, INC.?

The business address for MOVING iMAGE TECHNOLOGIES, INC. is 17760 Newhope Street, Fountain Valley, CA 92708, and their telephone number is (714) 751-7998.

Filing Stats: 1,056 words · 4 min read · ~4 pages · Grade level 13.3 · Accepted 2024-01-09 16:27:56

Key Financial Figures

Filing Documents

03

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 8, 2024, the Board of Directors (the " Board ") of Moving iMage Technologies, Inc. (the " Company ") approved amended and restated Bylaws (the " Amended and Restated Bylaws ") to the Company's Bylaws, as amended, of the Company, effective immediately. The Amended and Restated Bylaws incorporate prior Amendment No. 1 and amend certain of the provisions of Article 2, Sections 10 and 14. The amendments set forth in the Amended and Restated Bylaws (1) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the " SEC "), by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), including applicable notice and solicitation requirements; (2) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and (3) update various provisions of the Amended and Restated Bylaws to make certain technical and clarifying changes that address Rule 14a-19. The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to the Amended and Restated Bylaws, copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

01

Item 8.01 Other Events. The Annual Meeting of Stockholders of the Company for fiscal year 2024 has been scheduled for March 12, 2024 (the " Annual Meeting "). The record date for stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof is January 17, 2024. Because the Company's Annual Meeting to be held during fiscal year 2024 has been changed by more than 30 calendar days from the date of the previous year's meeting, pursuant to Rule 14a-8 (" Rule 14a-8 ") under the Exchange Act, the Company is setting a deadline for receipt of Rule 14a-8 stockholder proposals that is a reasonable time before the Company expects to begin to print and send its proxy materials. Accordingly, the Company has set a new deadline for receipt at the Company's principal executive offices of qualified stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in the Company's proxy materials for the Annual Meeting to be not later than January 19, 2024. Stockholder proposals must comply with the Company's Amended and Restated Bylaws and the SEC's rules regarding the inclusion of stockholder proposals in proxy materials. Additionally, stockholders who wish to submit a proposal or director nomination for consideration at the Annual Meeting, other than pursuant to Rule 14a-8, must comply with the procedures set forth in the Amended and Restated Bylaws, including delivering proper notice in writing to the Company's Secretary at its principal executive offices not later than January 19, 2024. In addition, to comply with the SEC's universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than Janu

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Exhibit 3.1 Amended and Restated Bylaws of Moving iMage Technologies, Inc., as of January 9, 2024 (Marked to show changes) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. Moving iMage Technologies, Inc. Date: January 9, 2024 By: /s/ William Greene Name: William Greene Title: Chief Financial Officer

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