hyzn-202409060001716583FALSE12/3100017165832024-09-062024-09-060001716583us-gaap:CommonStockMember2024-09-062024-09-060001716583us-gaap:WarrantMember2024-09-062024-09-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 6, 2024
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Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39632 | 82-2726724 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
599 South Schmidt Road Bolingbrook, IL | | 60440 |
| (Address of principal executive offices) | | (Zip Code) |
(585)-484-9337 |
(Registrant's telephone number, including area code) |
Not Applicable (Former name or former address, if changed since last report) |
___________________________________
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:
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share | HYZN | NASDAQ Capital Market |
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | HYZNW | NASDAQ Capital Market |
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 3.03. Material Modification to Rights of Security Holders.
As previously disclosed on a Current Report on Form 8-K filed by Hyzon Motors Inc. (the “Company”) on August 21, 2024, the Company held its 2024 Annual Meeting of Stockholders on August 21, 2024 (the “2024 Annual Meeting”) and, at the 2024 Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to our Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), at a ratio ranging from 1:20 to 1:50 (the “Reverse Stock Split”), with the final decision as to whether to proceed with the Reverse Stock Split and the exact ratio of the Reverse Stock Split to be determined by our board of directors (the “Board”), in its sole discretion, following such approval, at any time prior to the one-year anniversary of the 2024 Annual Meeting.
The Board subsequently approved effecting the Reverse Stock Split, effective September 11, 2024, and fixed a ratio for the Reverse Stock Split at a ratio of 1:50. On September 6, 2024, the Company filed the Amendment to the Certificate of Incorporation attached hereto as Exhibit 3.1 with the Secretary of State of the State of Delaware. The Amendment will effect the Reverse Stock Split at a ratio of 1:50 effective as of 12:01 a.m., Eastern Time, on September 11, 2024 (the “Effective Time”).
As of the date of this Current Report on Form 8-K, the Company had approximately 272.5 million shares of Class A common stock issued and outstanding. As a result of the Reverse Stock Split, every fifty (50) shares of Class A common stock will be automatically combined into one share of Class A common stock, and the number of authorized shares of Class A common stock will be reduced proportionally from 1,000,000,000 to 20,000,000. No fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Class A common stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Class A common stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the product of the closing sales price of the Class A common stock on The Nasdaq Capital Market on the date that is immediately prior to the Effective Time and the amount of the fractional share.
All outstanding options, warrants, restricted stock units, performance stock units, and similar securities entitling their holders to receive or purchase shares of Class A common stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The Reverse Stock Split will not reduce the number of authorized shares of preferred stock of the Company and will not change the par value of the Class A common stock or the preferred stock.
For more information about the Reverse Stock Split, see the definitive proxy statement for the 2024 Annual Meeting filed by the Company with the Securities and Exchange Commission on July 29, 2024, the relevant portions of which are incorporated herein by reference (the “2024 Proxy Statement”). The description of the Amendment in the 2024 Proxy Statement and in this Current Report on Form 8-K are both qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
On September 6, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 hereto.
Item 5.03 Amendments to articles of incorporation or bylaws; change in fiscal year.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
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| Exhibit Number | | Description |
| 3.1 | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| HYZON MOTORS INC. |
| | |
| Date: September 6, 2024 | By: | /s/ Parker Meeks |
| Name: | Parker Meeks |
| Title: | Chief Executive Officer |
DocumentCERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
OF
HYZON MOTORS INC.
It is hereby certified that:
1.The name of the corporation is Hyzon Motors Inc. (the “Corporation”).
2.The Board of Directors of the Corporation has duly adopted resolutions setting forth proposed amendments of the Second Amended and Restated Certificate of Incorporation, as amended, of the Corporation declaring said amendments to be advisable and calling for the stockholders of the Corporation to consider such amendments at the annual meeting of the stockholders of the Corporation, which amendments would amend and replace Section 4.1 of Article IV of the Second Amended and Restated Certificate of Incorporation, as amended, of the Corporation:
“Section 4.1 Reverse Stock Split; Authorized Capital Stock. Without regard to any other provision of this Second Amended and Restated Certificate, as amended, effective at 12:01, eastern time, on September 11, 2024 (the “Effective Time”), the shares of Class A common stock (the “Common Stock”) issued and held in treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each fifty (50) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Effective Time, shall be entitled to receive a cash payment equal to the product of the closing sales price of the Common Stock on the applicable national listing exchange on the date that is immediately prior to the Effective Time and the amount of the fractional share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.
Immediately after the Effective Time, the total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 30,000,000 shares, consisting of (a) 20,000,000 shares of Common Stock and (b) 10,000,000 shares of preferred stock (the “Preferred Stock”).”
3.Pursuant to a resolution of the Board of Directors, the annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware (the “DGCL”), at which meeting the necessary number of shares as required by the DGCL were voted in favor of the amendment.
4.The amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the DGCL and shall become effective upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned officer this 6th day of September, 2024.
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By: | /s/ Stephen Weiland |
Name: Stephen Weiland Title: Chief Financial Officer |
HYZON ANNOUNCES 1-For-50 Reverse Stock Split
MOVE AIMS TO ENSURE CONTINUED LISTING ON NASDAQ
BOLINGBROOK, Ill., September 6, 2024 -- Hyzon (NASDAQ: HYZN) (“Hyzon” or the “Company”), a U.S.-based high-performance hydrogen fuel cell system manufacturer and technology developer focused on providing zero-emission power to decarbonize the most demanding industries, today announced that its Board of Directors and stockholders approved a 1-for-50 reverse stock split of the Company’s Class A common stock, par value $0.0001 per share, which will be effective at 12:01 a.m., Eastern Time, on September 11, 2024 (the “Reverse Stock Split”). Hyzon’s Class A common stock will continue to be traded on The Nasdaq Capital Market on a split-adjusted basis beginning on September 11, 2024, under the Company’s existing trading symbol “HYZN.”
The Reverse Stock Split is intended to increase the bid price of the Company’s Class A common stock so that Hyzon can regain compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market. The new CUSIP number following the Reverse Stock Split will be 44951Y201. The Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware on September 6, 2024 to effect the Reverse Stock Split.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in that stockholder owning a fractional share as described in more detail below.
The Reverse Stock Split will reduce the number of shares of Class A common stock issued and outstanding from approximately 272.5 million to approximately 5.5 million. The total number of authorized shares of Class A common stock will also be reduced proportionally from 1,000,000,000 to 20,000,000. No fractional shares will be issued in connection with the Reverse Stock Split. In lieu, thereof, each stockholder who would be entitled to receive a fractional share will be entitled to receive a cash payment equal to the product of the closing price on the day immediately prior to effectiveness of the Reverse Stock Split and the amount of the fractional share.
The Reverse Stock Split will also result in proportional adjustments being made to all outstanding options, warrants, restricted stock units, performance stock units, or similar securities entitling their holders to receive or purchase shares of our Class A common stock.
The company’s publicly-traded warrants will continue to be traded under the symbol “HYZNW" and the CUSIP identifier for the warrants will remain unchanged.
Continental Stock Transfer and Trust Company (“Continental”), the Company's transfer agent, will act as the exchange agent for the Reverse Stock Split. Continental will provide instructions to any stockholders with physical stock certificates regarding the process for exchanging their certificates for split-adjusted shares into “book-entry form.” Shares held by stockholders in “street name” will have their accounts automatically credited by their brokerage form, bank or other nominee, as will any stockholders who held their shares in book-entry form at Continental.
About Hyzon
Hyzon is a global supplier of high-performance hydrogen fuel cell technology focused on providing zero-emission power to decarbonize demanding industries. With agile, high-power technology designed for heavy-duty applications, Hyzon is at the center of a new industrial revolution fueled by hydrogen, an abundant and clean energy source. Hyzon is focusing on deploying its fuel cell technology in heavy-duty commercial vehicles in Class 8 and refuse collection vehicles across North America. To learn more about how Hyzon partners across the hydrogen value chain to accelerate the clean energy transition, visit www.hyzonfuelcell.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, express or implied forward-looking statements regarding the Company's expectations, hopes, beliefs, intentions, or strategies for the future. You are cautioned that such statements are not guarantees of future performance and that the Company's actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause the Company's actual expectations to differ materially from these forward-looking statements include the Company's ability improve its capital structure; Hyzon's liquidity needs to operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; the possibility that Hyzon may need to seek bankruptcy protection; Hyzon's ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going concern; our ability to enter into any desired strategic alternative on a timely basis, on acceptable terms; our ability to maintain the listing of our Common Stock on the Nasdaq Capital Market; retail and credit market conditions; higher cost of capital and borrowing costs; impairments; changes in general economic conditions; and the other factors under the heading "Risk Factors" set forth in the Company's Annual Report on Form 10-K, as supplemented by the Company's quarterly reports on Form 10-Q and current reports on Form 8-K. Such filings are available on our website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.
