Monroe1
1 주 전
Our Board of Directors believes that approval of this proposal to effect the Reverse Split and to determine the ratio as opposed to approval of an immediate reverse stock split at a specific ratio, and to effect such reverse stock split at any time prior to December 31, 2025, will provide our Board of Directors with maximum flexibility to react to current market conditions and therefore to achieve the purposes of the Reverse Split, if implemented, and to act in the best interests of our stockholders.
Reasons for Approving the Reverse Split
The intention of the Board of Directors in obtaining approval for the authority to effect a Reverse Split would be to increase the stock price of our Common Stock sufficiently above the $1.00 minimum bid price requirement to regain its listing on the Nasdaq Capital Market (“Nasdaq”). The Board of Directors, in its sole discretion, can elect to abandon the Reverse Split in its entirety at any time.
Monroe1
1 주 전
'"The new Nasdaq rule took effect on October 7, 2024. As a result, any Nasdaq-listed company that fails to meet the Bid Price Requirement will need to evaluate the potential impact of a reverse stock split on the company’s compliance with other Nasdaq continued listing requirements, which includes maintaining at least (i) 500,000 publicly held shares, (ii) 300 public stockholders and (iii) a value of publicly held shares of at least $1 million."
"Additionally, the NYSE proposal would amend Section 802.01C of the Listed Company Manual to provide that if a company’s share price fails to meet the minimum-price criteria, and (i) the company has undertaken a reverse stock split within the past year or (ii) has performed one or more reverse stock splits over the past two years with a cumulative ratio of 200 shares or more to one, then the company will not be eligible for any compliance period specified in Section 802.01C of the Listed Company Manual. In such cases, the NYSE will immediately begin suspension and delisting procedures
Although the SEC has not yet approved the NYSE proposal, its similarities to the new Nasdaq rule suggest that some form of limitation on the use of reverse stock splits will likely be imposed for companies listing on the NYSE." https://www.skadden.com/insights/publications/2024/11/sec-approves-nasdaq-rule-change
Werbe
4 주 전
They have 2 different Equity Lines of Credit going out, pushing the price down further and further. Check the share issuance and its mostly going towards these. When they stop or if they do, I am sure theyll have some crew push this up before they RS.
Equity Line of Credit – Keystone Capital Partners, LLC
On July 20, 2023 (the “Execution Date”), the Company entered into an Equity Line of Credit ("ELOC") with a purchaser, Keystone Capital Partners, LLC (“Keystone”) whereby the Company has the right to sell up to an aggregate of $50.0 million of newly issued shares (the “Keystone ELOC Shares”) of the Company’s common stock. The aggregate number of shares that the Company can sell under the Keystone ELOC Purchase Agreement may not exceed 4.99% of the outstanding common stock, subject to certain exceptions set forth in the Keystone ELOC Purchase Agreement.
The purchase price of the shares of common stock that the Company elects to sell to the pursuant to the Keystone ELOC Purchase Agreement will be equal to 97.0% of the lower of (i) the lowest intraday sale price of the common stock on the Company’s current trading market on the applicable purchase date or (ii) the arithmetic average of the three lowest closing sale prices during the ten trading days immediately preceding the applicable purchase date. There is no upper limit on the price per share that Keystone could be obligated to pay for the common stock under the Keystone ELOC Purchase Agreement.
In the first half of 2024, the Company received net proceeds on sales of 1,740,027 shares of common stock of approximately $10.7 million, after deducting commissions and expenses of $1.3 million, at a weighted-average price of $6.93 per share.
20
During the three months ended September 30, 2024, the Company received net proceeds on sales of 1,493,000 shares of common stock of approximately $3.6 million, after deducting commissions and expenses of $0.1 million, at a weighted- average price of $2.42 per share. The amount available under this ELOC as of September 30, 2024 was approximately $30 million.
Equity Line of Credit - Liqueous, LP
On August 31, 2024 (the 'Execution Date"), the Company entered into a new ELOC with Liqueous, LP ("Liqueous"). The Company may sell up to an aggregate of $100 million in newly issued shares (the "Liqueous ELOC Shares") of its common stock during the Commitment Period. The Commitment Period in the agreement is defined as the period beginning on August 31, 2024 and ending either when the Company has sold shares up to $100 million or on the second anniversary of the Execution Date, whichever comes first.
Prior to August 31, 2024, stockholder approval was obtained to allow the Company the flexibility to issue more than 20% of its outstanding common stock, in connection with financing arrangements, including but not limited to the ELOC, on June 14, 2024. This approval provides the Company with the ability to issue shares in excess of this threshold under the ELOC or any additional financing arrangement that may require it.
The purchase price of the Liqueous ELOC Shares will be 97.0% of the lowest daily volume weighted-average price ("VWAP") of the Company's common stock during a 2-day valuation period following the applicable purchase date. There is no upper limit on the price per share that the Liqueous ELOC Purchaser could be obligated to pay for the Liqueous ELOC Shares under the agreement.
The Company's ELOC agreements contain put option features that allows the Company to sell shares of its common stock to the Keystone or Liqueous at specified discounts to the prevailing market price. These put options are classified as derivatives under ASC 815, Derivatives and Hedging. After a thorough assessment of the put option’s fair value, the Company has determined them to be insignificant. As a result, these derivatives have not been recognized in the condensed consolidated financial statements. The Company will continue to monitor the fair value of the put option in subsequent reporting periods and will recognize them in the condensed consolidated financial statements if their fair values become material