Current Report Filing (8-k)
17 Décembre 2021 - 02:31PM
Edgar (US Regulatory)
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2021-12-17
2021-12-17
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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
Date of Report (Date of earliest event reported):
December 17, 2021
AEROCENTURY CORP.
(Exact name of registrant as specified in our charter)
Delaware
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001-13387
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94-3263974
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3000 El Camino Real,
Bldg. 4, Suite 200, Palo Alto, CA
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94306
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 340-1888
(Registrant’s telephone number, including
area code)
Not applicable
(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 (see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ACY
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NYSE American Exchange
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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. ☐
Item 8.01 Other Events
On December 17, 2021, AeroCentury Corp, (the “Company”)
issued a press release announcing the Company plans to file a Certificate of Amendment to the Certificate of Incorporation of the Company
(the “Certificate of Amendment”) to implement a 5-for-1 forward stock split of its issued and outstanding shares of common
stock (the “Stock Split”). Each shareholder of record as of December 30, 2021, the record date, will receive four (4) additional
shares of common stock for each share held as of the record date. No fractional shares of common stock will be issued in connection with
the Stock Split. Instead, all shares will be rounded up to the next whole share. The payment date for the Stock Split will be January
7, 2022 and the Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on January 10,
2022.
The Stock Split was approved by the Company’s
Board of Directors on November 22, 2021, and approved by the written consent by the Company’s stockholders representing approximately
65.0% of the Company’s voting stock (the “Consenting Stockholders”) on November 30, 2021. To implement the Stock Split,
the Board of Directors and Consenting Stockholders further approved an increase in the number of authorized shares of common stock of
the Company from 13,000,000 to 40,000,000, which will also be effected by the filing of the Certificate of Amendment. No other stockholder
approval is required or necessary. A copy of the press release announcing the Stock Split is attached to this Form 8-K as exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto
duly authorized.
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AeroCentury Corp.
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By:
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/s/ Yucheng Hu
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Yucheng Hu
Chief Executive Officer
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Dated: December 17, 2021
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