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ALXA > SEC Filings for ALXA > Form 8-K on 12-Jun-2012All Recent SEC Filings

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Form 8-K for ALEXZA PHARMACEUTICALS INC.


12-Jun-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fina


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 12, 2012, Alexza Pharmaceuticals, Inc. (the "Company") filed a Certificate of Amendment to the Restated Certificate of Incorporation of the Company, as amended (the "Amendment"), to implement a ten-for-one reverse split of its common stock (the "Reverse Split"), as previously authorized and approved at the Company's annual meeting of stockholders on June 6, 2012. The Reverse Split was effective as of 5:01 p.m. (Eastern Time) on June 12, 2012, and the Company's common stock will begin trading on The NASDAQ Global Market on a post-split basis on June 13, 2012.

As a result of the Reverse Split, every ten shares of issued and outstanding common stock were combined into one share of issued and outstanding common stock. In addition, the Reverse Split effected a proportionate adjustment to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options, restricted stock units and warrants to purchase or acquire, as applicable, shares of the Company's common stock, and the number of shares reserved for issuance pursuant to the Company's existing equity incentive, stock option and employee stock purchase plans were reduced proportionately. No fractional shares will be issued as a result of the Reverse Split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the closing sale price of the Company's common stock as reported on The NASDAQ Global Market on June 12, 2012. Because the Amendment did not reduce the number of authorized shares of the Company's common stock in the same proportion as the Reverse Split, the effect of the Amendment is to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Split did not alter the par value of the Company's common stock or modify any voting rights or other terms of the common stock.

A copy of the Amendment, as filed with the Secretary of State of the State of Delaware on June 12, 2012, is attached hereto as Exhibit 3.1. On June 12, 2012, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number         Description

 3.1                   Certificate of Amendment to Restated Certificate of
                       Incorporation.

99.1                   Press Release titled "Alexza Announces Reverse Stock Spit in
                       Order to Maintain NASDAQ Listing," dated June 12, 2012.


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