Each Series C Fractional Interest and each Series C Preferred Share redeemed in any redemption described above will be redeemed for no consideration.
Miscellaneous
The Series C Fractional Interests and Series C Preferred Shares are not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series C Preferred Shares and the Series C Fractional Interests therein have no stated maturity and are not subject to any sinking fund. The Series C Fractional Interests and the Series C Preferred Shares are not subject to any restriction on the redemption or repurchase of shares or interests therein by the Company while there is any arrearage in the payment of dividends or sinking fund installments.
The Certificate of Amendment establishing the Series C Redeemable Preferred Shares (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Ohio and became effective on August 8, 2023. The foregoing description of the Series C Fractional Interests and the Series C Preferred Shares does not purport to be complete and is qualified in its entirety by reference to 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.
Item 7.01. |
Regulation FD Disclosure. |
On August 8, 2023, the Company issued a press release announcing the Series C Fractional Interest dividend. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent expressly set forth by specific reference in any such filings.
Important Cautions Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control. We caution you that the forward-looking statements presented herein are not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking statements contained herein.
Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology.
A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements, including those factors discussed from time to time in our news releases, public statements and documents filed by us with the Securities and Exchange Commission (the “SEC”) from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statements included herein are made only as of the date hereof, and we do not undertake any obligation to update or revise such statements to reflect any changes in expectations, or any changes in events or circumstances on which those statements are based, except as required by law.
Important Information for Investors and Shareholders
This Current Report on Form 8-K is not intended to and shall not constitute a solicitation of any vote or approval in any jurisdiction. No solicitation of any vote or approval shall be made, except by means of a proxy statement meeting the requirements of Section 14A of, and Schedule 14A under, the Exchange Act. SunLink plans to file other documents with the SEC regarding the proposed Reincorporation including the definitive proxy statement.