UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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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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. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2024, Vroom, Inc. (the “Company”) held a Special Meeting of Stockholders on February 5, 2024 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from any whole number between 1-for-35 and 1-for-80, as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments. On February 5, 2024, the Company’s Board of Directors approved a reverse stock split of the common stock at a final ratio of 1-for-80 and abandoned all other amendments.
At 5:00 p.m., Eastern Time, on February 13, 2024 (the “Effective Time”), a Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) became effective and implemented the reverse stock split of the Company’s common stock at a ratio of 1-for-80 (the “Reverse Stock Split”). The Reverse Stock Split did not change the par value of the Company’s common stock. Consequently, at the Effective Time, every eighty (80) shares of the Company’s issued common stock automatically combined into one issued share of the Company’s common stock. At the opening of trading on February 14, 2024, the Company expects its common stock will begin trading on a split-adjusted basis on The Nasdaq Global Select Market under the symbol “VRM” and under a new CUSIP number 92918V 208.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the trading of the common stock on a split-adjusted basis. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For other important factors that could cause actual results to differ materially from the forward-looking statements in this proxy statement, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as updated by the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, each of which is available on the Company’s Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov . All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VROOM, INC. |
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Date: February 14, 2024 |
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By: |
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/s/ Robert R. Krakowiak |
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Robert R. Krakowiak |
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Chief Financial Officer |
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