Palladyne AI Corp. Files 8-K for Bylaw Changes

TL;DR

Palladyne AI Corp. (STRC) filed an 8-K on March 18th for events on March 11th, including bylaw changes.

AI Summary

Palladyne AI Corp. (formerly Sarcos Technology & Robotics Corp) filed an 8-K on March 18, 2024, reporting events that occurred on March 11, 2024. The filing indicates changes to its Articles of Incorporation or Bylaws, a Regulation FD disclosure, and other events. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing signals potential structural or governance changes within Palladyne AI Corp., which could impact its operational direction and investor relations.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not indicate immediate financial distress or significant operational shifts.

Key Players & Entities

• Palladyne AI Corp. (company) — Registrant
• Sarcos Technology & Robotics Corp (company) — Former company name
• Sarcos Technology & Robotics Corporation (company) — Former company name
• Rotor Acquisition Corp. (company) — Former company name
• March 11, 2024 (date) — Earliest event reported date
• March 18, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share STRC The Nasdaq Stock Mar
• $69.00 — of Common Stock at an exercise price of $69.00 per share STRCW The Nasdaq Stock Ma
• $1.00 — consecutive business days fallen below $1.00 per share, which is the minimum closing

Filing Documents

• strc-20240311.htm (8-K) — 51KB
• strc-ex3_1.htm (EX-3.1) — 10KB
• strc-ex3_2.htm (EX-3.2) — 259KB
• strc-ex99_1.htm (EX-99.1) — 18KB
• 0000950170-24-032876.txt ( ) — 533KB
• strc-20240311.xsd (EX-101.SCH) — 46KB
• strc-20240311_htm.xml (XML) — 7KB

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. Effective March 18, 2024, Sarcos Technology and Robotics Corporation (the "Company") changed its name to Palladyne AI Corp. (the "Name Change"). The Name Change was approved by the Company's Board of Directors (the "Board") and was effectuated through the filing of a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval of the Company's stockholders and will not affect the rights of the Company's security holders. Additionally, effective March 18, 2024, the Board approved an amendment and restatement of the Company's bylaws (the "Amended and Restated Bylaws") to reflect the Name Change and to remove expired lock-up provisions. The foregoing description of the Name Change and the Amended and Restated Bylaws is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Amended and Restated Bylaws, respectively, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. Notwithstanding the Name Change, the Company's securities will continue trading under the symbol "STRC", on the Nasdaq Stock Market LLC ("Nasdaq"). There will be no change in the CUSIP numbers for the Company's common stock and public warrants.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On March 18, 2024, the Company issued a press release announcing the Name Change. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events As previously disclosed in the Current Report on Form 8-K filed by the Company on October 27, 2023, on October 24, 2023 the Company received written notice from the Nasdaq Listing Qualifications Department that the closing bid price for the Company's common stock had for 30 consecutive business days fallen below $1.00 per share, which is the minimum closing bid price required to maintain listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Requirement"). On March 11, 2024, the Company received written notice from Nasdaq that it has regained compliance with the Minimum Bid Requirement by maintaining a closing bid price for the Company's common stock of $1.00 per share or greater for ten consecutive business days, and that this matter is now closed.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation. 3.2 Amended and Restated Bylaws. 99.1 Press Release dated March 18, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL) SIGNATURE 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. Sarcos Technology and Robotics Corporation Dated: March 18, 2024 By: /s/ Stephen Sonne Name: Title: Stephen Sonne Chief Legal Officer & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR