The reverse split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the payment of cash in lieu of fractional shares). Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment (without interest) equal to the proceeds attributable to the sale of such fractional share following the aggregation and sale by the Company’s transfer agent of all fractional shares otherwise issuable.
No fractional shares will be issued in connection with the reverse split. The Charter Amendment will not change the authorized number of shares of common stock or preferred stock. Following the reverse split, the par value of the common stock will remain unchanged at $0.0001 per share. The number of shares available to be awarded under the Company’s equity plans will also be appropriately adjusted. All outstanding options, restricted stock unit awards, warrants, convertible notes and other securities entitling their holders to purchase or otherwise receive shares of common stock will be adjusted as a result of the reverse split, pursuant to their respective terms.
The reverse split will affect all issued and outstanding shares of common stock. The Board approved a 1-for-10 reverse split ratio, and on March 7, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the reverse split effective March 8, 2023. To evidence compliance with this requirement, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days by April 3, 2023.Īt the Company’s Special Meeting of Stockholders held on December 7, 2022, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-5 to 1-for-10. The reverse split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on Nasdaq. The new CUSIP number for the Common Stock following the reverse split will be 82452T 305. Shift’s common stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SFT” and will begin trading on a split-adjusted basis when the market opens on March 8, 2023. (Nasdaq: SFT) (the “Company” or “Shift”), a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience, announced today that it will effect a 1-for-10 reverse stock split (“reverse split”) of its Class A common stock, par value $0.0001 per share (“common stock”), that will become effective on March 8, 2023, at 12:01 a.m., Eastern Time. SAN FRANCISCO, Ma(GLOBE NEWSWIRE) - Shift Technologies, Inc.
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