Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On January 31, 2014
the Board of Directors of Cereplast, Inc.
approved a 1-for-50 reverse split (the "Reverse Split) which was previously
approved by the shareholders on April 5, 2013
and previously disclosed on
Current Report Form 8-K filed on April 5, 2013
On February 3, 2014
, Cereplast, Inc.
(the "Company") filed a Certificate of
Amendment to its Articles of Incorporation to effect the (the "Reverse Split"),
effective as of February 21, 2014
. A copy of the amendment is attached hereto as
Exhibit 3.1 and is incorporated herein in its entirety by reference.
Item 8.01. Other Events.
In connection with the Reverse Split, on February 5, 2014
, the Company filed an
Issuer Company-Related Action Notification Form with the Financial Industry
("FINRA") for every 50 shares of common stock then owned,
each stockholder as of February 5, 2014
shall receive one share of common stock.
Stockholders will not receive fractional post-reverse stock split shares in
connection with the reverse stock split and we will not be paying any cash to
stockholders for any fractional shares from the reverse split. Instead, any
resulting fractional shares shall be rounded up to the nearest whole number.
Item 9.01 Financial Statements and Exhibits
3.1 Certificate of Amendment filed as of February 3, 2014