Delaware
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001-38960
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83-4388331
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(State or other
jurisdiction of incorporation) |
(Commission File
Number) |
(I.R.S. Employer
Identification No.) |
7887 E. Belleview Ave, Suite 600
Greenwood Village, CO
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80111
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol |
Name of each exchange on which registered
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Class A common stock, $0.0001 par value per share
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SKIL
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New York Stock Exchange
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Warrants
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SKIL.WS
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New York Stock Exchange
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Item 3.03
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Material Modification to Rights of Security Holders.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 7.01
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Regulation FD Disclosure.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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3.1 | Certificate of Amendment. | |
99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SKILLSOFT CORP.
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By:
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/s/ Richard George Walker
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Richard George Walker
Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SKILLSOFT CORP.
Skillsoft Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
1. This certificate of amendment (“Certificate of Amendment”) hereby amends the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”) by amending and restating the introductory paragraph preceding Section A. of Article IV of the Certificate of Incorporation in its entirety to read as follows:
The total number of shares of all classes of stock that the Corporation shall have authority to issue is 28,750,000, which shall be divided into two classes as follows:
(i) |
18,750,000 shares of Class A common stock, par value $0.0001 per share (“Common Stock”); and |
(ii) |
10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). |
On September 29, 2023 at 5:00 p.m. Eastern Time (the “Effective Time”), each twenty (20) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares shall be issued at the Effective Time and, in lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment (without interest or deduction) from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below). 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 elimination of fractional share interests as described above.
2. This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the corporation.
3. Except as herein amended, the Certificate of Incorporation of the Corporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 29th day of September 2023.
SKILLSOFT CORP.
By: /s/ Joseph T. Ruble______
Name: Joseph T. Ruble
Title: Assistant Secretary
Exhibit 99.1
Skillsoft Completes Reverse Stock Split
DENVER -- September 29, 2023 -- Skillsoft (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading platform for transformative learning experiences, today announced that it has completed the previously announced reverse stock split of its common stock at a ratio of 1-for-20. The reverse stock split became effective at 5:00 p.m. Eastern Time today, and the Company’s common stock will begin trading on a split-adjusted basis at the market open on October 2, 2023.
By increasing the per-share price of the Company’s common stock, the reverse stock split is intended to make Skillsoft more attractive to a broader group of institutional investors and, in turn, maintain our New York Stock Exchange listing and increase the stability of the common stock price and enhance trading liquidity through the entry of new buyers.
As a result of the reverse stock split, every 20 shares of Skillsoft’s issued and outstanding common stock were automatically combined into one issued and outstanding share of Skillsoft common stock, without any change in the par value per share. The reverse stock split affects all stockholders uniformly, and it does not affect any stockholder's ownership percentage of the Company’s shares, with the exception of those stockholders receiving cash in lieu of fractional shares.
Stockholders owning shares of the Company’s common stock via a bank, broker, or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, subject to such intermediary’s particular processes.
Skillsoft’s common stock will continue trading on the New York Stock Exchange under the symbol “SKIL”, and the CUSIP number for the Company’s common stock following the reverse stock split is 83066P309. The Company’s public warrants, with a split-adjusted exercise price, will continue to trade on the New York Stock Exchange under the symbol “SKIL.WS”.
Additional information about the reverse stock split can be found in Skillsoft’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 29, 2023 and September 19, 2023, respectively, and Skillsoft’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 26, 2023.
About Skillsoft
Skillsoft (NYSE: SKIL) delivers transformative learning experiences that propel organizations and people to grow together. The Company partners with enterprise organizations and serves a global community of learners to prepare today’s employees for tomorrow’s economy. With Skillsoft, customers gain access to blended, multimodal learning experiences that do more than build skills – they grow a more capable, adaptive and engaged workforce. Through a portfolio of best-in-class content, a platform that is personalized and connected to customer needs, world-class technology and a broad ecosystem of partners, Skillsoft drives continuous growth and performance for employees and their organizations by overcoming critical skill gaps and unlocking human potential. Learn more at www.skillsoft.com.
Cautionary Notes Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of applicable securities laws, which are statements that are not historical facts, including statements that relate to possible effects of the reverse stock split. These forward-looking statements are based on our current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from our current expectations. Factors that could cause such differences can be found in our Form 10-K for the year ended January 31, 2023, as well as our subsequent reports on Form 10-Q and other SEC filings. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. We assume no obligation to update these forward-looking statements.
Investors and Media
Chad W. Lyne
SVP, Strategic Finance & Investor Relations Officer
chad.lyne@skillsoft.com