Adtalem Global Education Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on |
Common Stock $0.01 Par Value | ATGE | NYSE Texas |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years
On February 5, 2026, Covista Inc. (“Covista,” the “Company,” or “we”), previously known as Adtalem Global Education Inc., filed with the Secretary of State of Delaware a Certificate of Amendment (the “Amendment”) to our Amended and Restated Certificate of Incorporation to change our corporate name from Adtalem Global Education Inc. to Covista Inc., effective February 5, 2026. A copy of the Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K. We subsequently filed a restatement of our certificate of incorporation (the “Restated Certificate of Incorporation”) consolidating all prior amendments, including the name change amendment, which became effective immediately upon filing. A copy of our Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.2, to this Current Report on Form 8-K.
In connection with our name change, our board of directors amended our by-laws to reflect the corporate name Covista Inc., also effective as of February 5, 2026. We also updated the name and address of the Company’s registered agent. No other changes were made to our by-laws. A copy of the Amended and Restated Bylaws reflecting these changes is attached as Exhibit 3.3 hereto and incorporated by reference.
Our common stock will trade on the New York Stock Exchange under our new name and the ticker symbol “CVSA” effective February 24, 2026. Outstanding stock certificates for shares of Adtalem are not affected by the name change; they continue to be valid and need not be exchanged.
Item 7.01 Regulation FD Disclosure
Announcement of Name Change
On February 5, 2026, the Company announced it had changed its name from Adtalem Global Education Inc. to Covista Inc. A copy of the press release issued in connection with the name change is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Investor Day
Covista will host an Investor Day on February 24, 2026, where leadership will present the Company's forward looking strategic plan. The event will provide investors and analysts with detailed insights on how the Company intends to capitalize on the evolving market dynamics in healthcare education and workforce development. It will also outline investment priorities that will guide the Company's execution over the coming years.
More information can be found at covista.com
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COVISTA INC. | ||
By: | /s/ Robert J. Phelan | |
Robert J. Phelan | ||
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||
Date: February 6, 2026