UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 28, 2022

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CHARAH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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(Registrant’s telephone number, including area code): (502) 245-1353

 

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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:

Securities registered pursuant to Section 12(b) of the Act:

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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. ☐

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The Company has six months following receipt of the Notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company is unable to regain compliance with the NYSE’s continued listing standards within this period, the NYSE will initiate procedures to suspend and delist the Common Stock.

In connection with the previously announced one-for-ten reverse stock split (the “Reverse Stock Split”) of shares of Common Stock of the Company, the Company has filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Amendment, effective as of 5:00 p.m. Eastern Time on December 29, 2022 (the “Effective Time”), converted every ten shares of the issued and outstanding Common Stock at the Effective Time into one share of Common Stock of the Company, par value $0.01 per share. The Common Stock will begin trading on a reverse split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the opening of trading on December 30, 2022. The Common Stock will continue trading on the NYSE under the symbol “CHRA” with a new CUSIP number (15957P 303).

The Reverse Stock Split did not change the number of authorized shares under the Company’s Amended and Restated Certificate of Incorporation, which continues to consist of 250,000,000 shares, of which 50,000,000 shares are designated as preferred stock and 200,000,000 shares are designated as Common Stock. The Reverse Stock Split also did not affect the number of shares of issued and outstanding preferred stock, par value $0.01 per share, designated as “Series A Preferred Stock” or “Series B Preferred Stock”; however, the conversion rights of the Series A Preferred Stock and Series B Preferred Stock into Common Stock have been automatically and proportionately adjusted in relation to the Reverse Stock Split.

Pursuant to the Amendment, any fraction of a share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated according to the closing price per share of the Common Stock as reported on the NYSE as of December 29, 2022. The Reverse Stock Split affected all record holders of the Common Stock uniformly and did not affect any record holder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares.  Holders of Common Stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Stockholders of record will be receiving information from American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, and exchange agent for the Reverse Stock Split, regarding their stock ownership following the Reverse Stock Split and cash in lieu of fractional share payments, if applicable.

The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.03.

Adjustment to Equity Plans and Awards

At the Effective Time, the aggregate number of shares of Common Stock issuable under the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (the “Plan”) was ratably adjusted to reflect the Reverse Stock Split. The number of shares of Common Stock issuable pursuant to equity and equity-based awards outstanding under the Plan was also ratably adjusted at the Effective Time to reflect the Reverse Stock Split.

 

(d) Exhibits.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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