AVCT Announces Intent to Effect Reverse Stock Split
30 9월 2022 - 7:54AM
American Virtual Cloud Technologies, Inc. (Nasdaq:
AVCT) (the “Company”) today announces that it intends to effect a
1-for-15 reverse stock split of its issued and outstanding shares
of common stock (the “Reverse Stock Split”). The Reverse Stock
Split will become effective on September 30, 2022 (the “Effective
Time”) upon filing with the Delaware Secretary of State of an
amendment to the Company’s amended and restated certificate of
incorporation (the “Charter”), and the Company's common stock is
expected to begin trading on a split-adjusted basis when the market
opens on October 3, 2022. The Company's common stock will continue
to trade on the Nasdaq Capital Market under the symbol “AVCT.” The
new CUSIP number for the common stock following the Reverse Stock
Split will be 030382204.
As previously disclosed, at the Company’s annual meeting of
stockholders held on May 24, 2022, the Company's stockholders
voted to approve three alternative amendments to the Company's
Charter to effect a Reverse Stock Split of the Company's common
stock at a ratio of either 1-for-5, 1-for-10 or 1-for-15, with such
ratio and the implementation and timing of such Reverse Stock Split
to be determined by the Company's board of directors. The board of
directors subsequently approved the implementation of a 1-for-15
Reverse Stock Split.
As a result of the Reverse Stock Split, each share of common
stock issued and outstanding immediately prior to the Effective
Time will be automatically reclassified as and converted into
one-fifteenth (1/15) of a share of common stock. The Reverse Stock
Split will affect all stockholders uniformly and will not alter any
stockholder's percentage interest in the Company's equity, except
to the extent that the Reverse Stock Split would result in a
stockholder owning a fractional share. No fractional shares will be
issued in connection with the Reverse Stock Split. Stockholders who
otherwise would be entitled to receive a fractional share will
instead be entitled to receive cash in lieu of such fractional
share from the Company's transfer agent, Continental Stock Transfer
and Trust Company.
The Reverse Stock Split did
not change the par value of the common stock or the authorized
number of shares of common stock. All outstanding warrants and
preferred stock entitling their holders to purchase or obtain or
convert into shares of our common stock will be adjusted, as
required by the terms of these securities.
About American Virtual Cloud Technologies,
Inc.
American Virtual Cloud Technologies (“AVCtechnologies”; Nasdaq:
AVCT) now operates under the Kandy brand name. Kandy establishes
and operates cloud-based communications marketplaces for telecom
carriers, offering proprietary API Enablement services such as
Microsoft Teams Direct Routing as a Service, and SIP Trunking as a
Service capabilities. For more information, visit
https://www.avctechnologies.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the Reverse
Stock Split and other future events and expectations described in
this press release. The Company’s actual results or outcomes and
the timing of certain events may differ significantly from those
discussed in any forward-looking statements. These statements are
based on various assumptions and on the current expectations of the
Company’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of the Company. These
forward-looking statements are subject to a number of risks and
uncertainties, including the Company’s need for additional funding
to continue as a going concern; the possibility that Nasdaq may
delist the Company’s securities; changes in the Company’s clients’
preferences, prospects and the competitive conditions prevailing in
the industries in which the Company operates; the Company’s
substantial indebtedness; risks associated with the potential
effects of COVID-19 on the Company’s business; risks that the
recently-acquired Kandy Communications business will not be
integrated successfully; ability to retain key personnel; and those
factors discussed in the Company’s annual report on Form
10-K filed with the SEC on April 15, 2022 and quarterly report
on Form 10-Q filed with the SEC on August 16, 2022, in each case
under the heading “Risk Factors,” and other documents of the
Company filed, or to be filed, with the SEC. If the risks
materialize or assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect the Company’s expectations,
plans or forecasts of future events and views as of the date of
this document. The Company anticipates that subsequent events and
developments will cause its assessments to change. However, while
the Company may elect to update these forward-looking statements at
some point in the future, the Company specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing the Company’s assessments as of any
date subsequent to the date of this document. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
American Virtual Cloud Technologies,
Inc.info@avctechnologies.com+1 (404) 239-2863
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