Nanophase Technologies Amends Articles of Incorporation
Ticker: SLSN · Form: 8-K · Filed: Jan 16, 2025 · CIK: 883107
Sentiment: neutral
Topics: corporate-governance, amendment, shareholder-vote
TL;DR
Nanophase is changing its corporate charter, shareholders get to vote soon.
AI Summary
On June 18, 2024, Nanophase Technologies Corporation filed an 8-K report detailing amendments to its Articles of Incorporation. These changes were approved by the company's Board of Directors and will be presented for shareholder vote at the upcoming annual meeting.
Why It Matters
This filing indicates potential changes to the company's corporate structure or governance, which could impact shareholder rights or the company's operational framework.
Risk Assessment
Risk Level: low — The filing is procedural, concerning amendments to corporate documents and shareholder voting, with no immediate financial or operational risks disclosed.
Key Players & Entities
- Nanophase Technologies Corporation (company) — Registrant
- June 18, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Romeoville, Illinois (location) — Business and mailing address
FAQ
What specific amendments are being made to Nanophase Technologies Corporation's Articles of Incorporation?
The filing does not specify the exact nature of the amendments, only that they have been approved by the Board of Directors and will be submitted for shareholder vote.
When will the shareholders of Nanophase Technologies Corporation vote on these amendments?
The filing states that the amendments will be presented for shareholder vote at the company's upcoming annual meeting.
Who approved the amendments to the Articles of Incorporation?
The amendments were approved by the Board of Directors of Nanophase Technologies Corporation.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is June 18, 2024.
What is the state of incorporation for Nanophase Technologies Corporation?
Nanophase Technologies Corporation is incorporated in Delaware.
Filing Stats: 720 words · 3 min read · ~2 pages · Grade level 12 · Accepted 2025-01-16 17:12:44
Filing Documents
- nanophase-8k_061824.htm (8-K) — 26KB
- ex3-1.htm (EX-3.1) — 2KB
- ex31_pg1.jpg (GRAPHIC) — 75KB
- ex31_pg2.jpg (GRAPHIC) — 350KB
- 0001839882-25-002542.txt ( ) — 783KB
- nanx-20240618.xsd (EX-101.SCH) — 3KB
- nanx-20240618_lab.xml (EX-101.LAB) — 34KB
- nanx-20240618_pre.xml (EX-101.PRE) — 22KB
- nanophase-8k_061824_htm.xml (XML) — 3KB
03. Amendments to Articles of Incorporation or Bylaws;
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 18, 2024, Nanophase Technologies Corporation (the "Company") held a Special Meeting of Shareholders (the "Special Meeting"). As further described in Item 5.07 to this Current Report on Form 8-K, at the Special Meeting, the Company's shareholders approved an amendment to the Company's Certificate of Incorporation (the "Certificate of Amendment") to increase the number of authorized shares of common stock available thereunder from 60,000,000 to 95,000,000. The Certificate of Amendment was previously approved by the Company's Board of Directors, subject to approval by the Company's shareholders. On June 19, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, and the Certificate of Amendment became effective upon filing. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
07. Submission of Matters to a Vote of Security
Item 5.07. Submission of Matters to a Vote of Security Holders. The Special Meeting was held on June 18, 2024. As of May 17, 2024, the record date for holders of shares of common stock (the "Shares") entitled to vote at the Special Meeting Meeting, there were 54,860,984 Shares outstanding and entitled to vote at the Special Meeting. Of the Shares entitled to vote, 41,899,684, or approximately 76% of the Shares, were present or represented by proxy at the Special Meeting, constituting a quorum under the Company's Certificate of Incorporation. There was one matter presented and voted on at the Special Meeting. Set forth below is a brief description of the matter voted on at the Special Meeting and the final voting results for such matter. Proposal 1 – To amend the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 95,000,000. Votes For Votes Against Abstentions Broker Non-Votes Votes Cast 39,837,787 2,008,409 53,488 N/A The shareholders approved the amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 95,000,000.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Company's Certificate of Incorporation, filed June 19, 2024. 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. Dated: January 16, 2025 NANOPHASE TECHNOLOGIES CORPORATION By: /s/ JESS JANKOWSKI Name: Jess Jankowski Title: Chief Executive Officer