ATIF Holdings Limited Announces 5 for 1 Reversed Stock Split

Rhea-AI Summary

ATIF Holdings Limited (Nasdaq: ATIF) announced a 5-for-1 reverse stock split approved by its Board on August 12, 2021. This move aims to maintain compliance with Nasdaq's minimum bid price requirement of $1.00 per share after receiving a non-compliance notice on July 26, 2021. The reverse split will reduce the total outstanding shares from approximately 45.8 million to 9.16 million, effective August 30, 2021. Shareholders will exchange their stock certificates through Transhare Securities Transfer, while those in book-entry form will not need to take action.

Positive

• Reverse stock split aims to regain Nasdaq compliance.
• Reduction in outstanding shares from 45,806,952 to approximately 9,161,390 enhances per-share value.

Negative

• Received notice of non-compliance with Nasdaq's minimum bid price requirement.

LOS ANGELES, Aug. 19, 2021 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (Nasdaq: ATIF, the “Company”), a holding group providing business and financial consulting in Asia and North America, today announced that on August 12, 2021, the Board of Directors of the Company approved a reverse stock split (the “Reverse Split”) of its authorized, issued and outstanding ordinary shares, par value $0.001 per share, at a ratio of 5-for-1 so that every five (5) shares currently authorized and issued is combined into one (1) share. Shareholders otherwise entitled to receive a fractional share as a result of the Reverse Split will receive a whole share in lieu of such fractional share. In connection with the Reverse Split, a vote of the shareholders of the Company is not required and as such, no shareholder vote or meeting of shareholders will be held.

The Reverse Split will be effected by filing amendments to the Company’s Memorandum and Articles of Association with the Registrar of Corporate Affairs of the British Virgin Islands. The Company intends to file the amendments with the Registrar of Corporate Affairs of the British Virgin Islands on August 27, 2021, and it is anticipated that the ordinary shares will begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on August 30, 2021.

The Company is effecting the Reverse Split in order to maintain its listing on The Nasdaq Stock Market (“Nasdaq”). As previously disclosed, on July 26, 2021, the Company received notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share under the Nasdaq Listing Rules. We believe that the proposed Reverse Split will assist the Company in regaining compliance under the Nasdaq Listing Rules.

Both before and after the Reverse Split, the Company is and will be authorized to issue 100,000,000 ordinary shares and per share par value will be $0.005. As a result of the Reverse Split, the Company’s issued and outstanding ordinary shares will be reduced from 45,806,952 to approximately 9,161,390.

Shareholders holding certificated shares will receive information from Transhare Securities Transfer and Registrar regarding the process for exchanging their stock certificates. Shareholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required to take any action.

About ATIF Holdings Limited

ATIF Holdings Limited ("ATIF") is a holding group with business consulting, asset management and investment business with business centers located in Los Angeles, California, and in Hong Kong and Shenzhen, China. ATIF mainly provides IPO Advisory Services to small and medium-sized enterprises in Asia and North America. ATIF has advised several enterprises in China in their plans to become publicly listed in the U.S. ATIF was awarded the "Top 10 Best Listed Companies 2019" from the "Golden Bauhinia Award", the highest award in Hong Kong's financial and securities industry. For more information, please visit https://ir.atifchina.com/.

Forward-Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, including but not limited to that ATIF will be able to maintain its listing on The Nasdaq Stock Market, are not a guarantee of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions you that actual results may differ materially from the anticipated results expressed or implied by the forward-looking statements we make. You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made. These forward-looking statements are made as of the date of this news release. 

FAQ

What is the reverse stock split ratio for ATIF Holdings?

ATIF Holdings is implementing a 5-for-1 reverse stock split.

Why is ATIF Holdings conducting a reverse stock split?

ATIF Holdings is conducting a reverse stock split to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share.

When will the reverse stock split for ATIF Holdings take effect?

The reverse stock split will take effect on August 30, 2021.

What will happen to ATIF Holdings' outstanding shares after the reverse split?

After the reverse split, ATIF Holdings' outstanding shares will be reduced from approximately 45.8 million to 9.16 million.

How will shareholders be notified about the reverse stock split?

Shareholders holding certificated shares will receive information from Transhare Securities Transfer regarding the stock certificate exchange process.