Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On June 21, 2023, Steel Connect,
Inc., a Delaware corporation (the “Company”), filed a certificate of amendment to the Company’s restated certificate
of incorporation (the “Charter”) with the Secretary of State of the State of Delaware (the “First Certificate of Amendment”)
to effect a 1-for-3,500 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock,
par value $0.01 per share (the “Company Common Stock”), followed immediately by the filing of a certificate of amendment to
the Charter with the Secretary of State of the State of Delaware (the “Second Certificate of Amendment,” and, together with
the First Certificate of Amendment, the “Certificates of Amendment”) to effect a 375-for-1 forward stock split of the Company
Common Stock (the “Forward Stock Split,” and, together with the Reverse Stock Split, the “Reverse/Forward Stock Split”).
As previously disclosed in
a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 7, 2023, at the Company’s
special meeting of stockholders held on June 6, 2023, the stockholders of the Company approved the filings of the Certificates of Amendment
to effect the Reverse/Forward Stock Split.
The Certificates of Amendment
had no effect on the number of authorized shares of the Company Common Stock or their par value. No fractional shares were be issued in
connection with the Reverse/Forward Stock Split. Shares held by stockholders who held fewer than 3,500 of the Company’s Common Stock
immediately prior to the Reverse Stock Split were converted into the right to receive a payment in cash (without interest) equal to the
fair value of such shares as of the time when those entitled to receive such payments was determined, which was an amount equal to such
number of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common Stock on The
Nasdaq Capital Market (“Nasdaq”) for the five consecutive trading days immediately preceding the effective date of the Reverse
Stock Split, and each share of Company Common Stock held by a stockholder of record owning 3,500 shares or more immediately prior to the
effective time of the Reverse Stock Split was converted into a new number of shares of Company Common Stock based on a ratio of 375 shares
of Company Common Stock for each share of Company Common Stock owned immediately following the Reverse Stock Split, including any fractional
shares owned following the Reverse Stock Split; however, with respect to any fractions of a share of Company Common Stock that were held
as a result of the Forward Stock Split, stockholders received a right to receive a payment in cash (without interest) equal to the fair
value of such fractions as of the time when those entitled to receive such fractions was determined, which was an amount equal to such
fractions multiplied by the average of the closing sales prices of the Company Common Stock on Nasdaq for the five consecutive trading
days immediately preceding the effective date of the Reverse/Forward Stock Split (with such average closing sales prices being adjusted
to give effect to the Reverse/Forward Stock Split).
The Reverse/Forward Stock
Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued
listing on Nasdaq. On a net basis, the Reverse/Forward Stock Split resulted in an approximate 1-for-9.333 reverse stock split. The Company
Common Stock began trading on a Reverse/Forward Stock Split-adjusted basis on Nasdaq when the market opened on June 22, 2023. The trading
symbol for the Company Common Stock remains “STCN.” The Company Common Stock was assigned a new CUSIP number (858098205) following
the Reverse/Forward Stock Split.
The Company’s transfer
agent, American Stock Transfer & Trust Company, LLC, is acting as the exchange agent and paying agent for the Reverse/Forward Stock
Split.
In addition, the Reverse/Forward
Stock Split applied to the Company Common Stock issuable upon the exercise of the Company’s outstanding warrants and stock options,
with proportionate adjustments made to the exercise prices thereof. Furthermore, the number of shares of Company Common Stock available
for issuance under the Company’s equity incentive plans was proportionately adjusted for the Reverse/Forward Stock Split ratio,
such that fewer shares are subject to such plans.
The summary of the Certificates
of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificates of Amendment,
copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2 and are incorporated herein by reference.