Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh991.htm |
EX-3.2 - EXHIBIT 3.2 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh32.htm |
EX-3.1 - EXHIBIT 3.1 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
December 31, 2020
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems,
Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn Blvd.Minneapolis, Minnesota
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55445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(763) 392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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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 (see General Instruction
A.2):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common Stock, par value $0.01 per share
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ISIG
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this
chapter):
☐ 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
5.03.
Amendment
to Articles of Incorporation.
Effective December
31, 2020, Insignia Systems, Inc. (the “Company”)
amended its articles of incorporation to implement a seven-for-one
reverse stock split. The Company’s common stock began trading
on a split-adjusted basis when the market opened on January 4,
2021.
As a
result of the reverse stock split, at 5:00 p.m. Central Time on the
effective date, every seven shares of common stock then issued and
outstanding automatically were combined into one share of common
stock, with no change in par value per share. No fractional shares
were outstanding following the reverse stock split and any
fractional shares resulting from the reverse stock split were
aggregated and sold by the Company’s transfer agent. The
total number of shares authorized for issuance was reduced to
5,714,285 in proportion to the reverse stock split. The text of the
articles of amendment is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Effective as of the
same time as the reverse stock split, the Governance Compensation
and Nominating Committee of the Company’s Board of Directors
reduced the number of shares of common stock available for issuance
under the Company’s equity compensation plans in proportion
to the reverse stock split. Upon effectiveness, the reverse stock
split also resulted in reductions in the number of shares of common
stock issuable upon exercise or vesting of equity awards in
proportion to the reverse stock split and caused a proportionate
increase in exercise price or share-based performance criteria, if
any, applicable to such awards.
Effective January
4, 2021, the Company restated its articles of incorporation to
reflect all amendments through that date, including the amendment
described above. The text of the Company’s restated articles
of incorporation is attached hereto as Exhibit 3.2 and incorporated
herein by reference.
Item 7.01.
Regulation
FD Disclosure.
On
December 31, 2020, the Company issued a press release announcing
the reverse stock split, the text of which is furnished as Exhibit
99.1 attached hereto.
Item 8.01.
Other
Events.
A total
of 1,747,878 shares of common stock were issued and outstanding
immediately after the reverse stock split became effective on
December 31, 2020. The CUSIP identifier for the Company’s
common stock following the reverse stock split is
45765Y204.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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Method of Filing
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Articles
of Amendment of Articles of Incorporation (effective as of December
31, 2020)
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Filed
Electronically
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Restated
Articles of Incorporation (effective as of January 4,
2021)
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Filed
Electronically
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Press
Release, dated December 31, 2020
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Furnished
Electronically
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INSIGNIA
SYSTEMS, INC.
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Date:
January 6, 2021
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By:
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/s/
Kristine A.
Glancy
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Kristine A. Glancy
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President and Chief Executive Officer
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