Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 2023 (
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
| (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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange
on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. |
On August 2, 2023, Smart for Life, Inc. (the “Company”) implemented the previously announced one-for-3 reverse stock split (the “Reverse Stock Split”) of the Company’s authorized and outstanding common stock, par value $0.0001 per share (“Common Stock”) by filing a Certificate of Change that became effective on August 2, 2023 (the “Certificate of Change”). As a result of the Reverse Stock Split, the Company’s authorized Common Stock decreased from 500,000,000 shares to 166,666,667 shares. The Reverse Stock Split had no effect the par value of the Company’s Common Stock. The foregoing summary of the Certificate of Change is qualified in its entirety by reference to the full text of the Certificate of Change, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The Common Stock began trading on a split-adjusted basis when the Nasdaq Capital Market opened on August 2, 2023 under the symbol “SMFL” with a new CUSIP number (83204U400).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description of Exhibit | |
| 3.1 | Certificate of Change to Articles of Incorporation of Smart for Life, Inc. | |
| 104 | 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.
|
Date: August 8, 2023 |
SMART FOR LIFE, INC. |
| /s/ Darren C. Minton | |
| Name: Darren C. Minton | |
| Title: Chief Executive Officer |
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Exhibit 3.1