Item 8.01 Other Events.
As previously disclosed, on February 13, 2023, Berkshire Grey, Inc. (the
"Company") filed a petition in the Delaware Court of Chancery pursuant to
Section 205 of the Delaware General Corporation Law seeking validation of the
Company's Third Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation"), which included anincrease in the total number
of authorized shares of the Company's Class A common stock from 75,000,000
shares to 385,000,000 shares, and the shares issued pursuant thereto to resolve
any uncertainty with respect to those matters (captioned In re Berkshire Grey,
Inc., C.A. No. 2023-0171-LWW (Del. Ch.)) (the "Section 205 Action").
On February 27, 2023, the Court of Chancery held a hearing in the Section 205
Action and issued an order granting the Company's petition validating the
Certificate of Incorporation and all shares of capital stock and other
securities of the Company issued in reliance on the effectiveness of the
Certificate of Incorporation, each as of the original issuance dates. A copy of
the Court's order is attached.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
99.1 Order entered by the Delaware Court of Chancery on February 27, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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