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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
January 5, 2023
Date of Report (Date of earliest event reported)
___________________________________
Redwire Corporation
(Exact name of registrant as specified in its charter)
___________________________________
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Delaware (State or other jurisdiction of incorporation or organization) | 001-39733 (Commission File Number) | 98-1550429 (I.R.S. Employer Identification Number) |
8226 Philips Highway, Suite 101 Jacksonville, Florida 32256 |
(Address of principal executive offices and zip code) |
(650) 701-7722 |
(Registrant's telephone number, including area code) |
__________________________________Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 |
| Common Stock, $0.0001 par value per share | RDW | New York Stock Exchange |
| Warrants, each to purchase one share of Common Stock | RDW WS | New York Stock Exchange |
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 8.01 - Other Events.
On January 5, 2023, Redwire Corporation (the “Company”) filed with the State of Delaware the Certificate of Amendment of Certificate of Designation of the Company (the “Amendment to the Certificate of Designation”), pursuant to which, among other things, the definition of “Minimum Price” was amended to mean “the minimum price calculated in accordance with Section 312.04 of the New York Stock Exchange Listed Company Manual.” The rights of the holders of shares of the Company’s Series A Convertible Preferred Stock are not materially affected by the Amendment to the Certificate of Designation.
The foregoing is not a complete description of the parties’ rights and obligations under the Amendment to the Certificate of Designation and is qualified by reference to the full text and terms of the Amendment to the Certificate of Designation, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| | | | | | | | |
| Exhibit No. | | Description |
| 3.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Dated: January 9, 2023
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| Redwire Corporation |
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By: | /s/ Jonathan Baliff |
Name: | Jonathan Baliff |
Title: | Chief Financial Officer and Director |
