Better Choice Company To Effectuate a Reverse Stock Split
- Better Choice Company, Inc. plans a 1-for-44 reverse stock split to address NYSE American listing standards.
- The Board of Directors and majority shareholders approved the reverse stock split within a range of 1-for-25 to 1-for-45.
- The reverse split will be effective on March 20, 2024, with trading starting on a post-split basis on March 21, 2024.
- The CUSIP number will change to 08771Y 402, but there will be no change to the par value of the common stock.
- Stockholders will receive one whole share for fractional shares due to the reverse split, maintaining their ownership percentage.
- Equity Stock Transfer LLC will act as the exchange agent for the reverse split, providing instructions to stockholders for exchanging old certificates for new ones.
- Stockholders holding shares in brokerage accounts are not required to take any action for the exchange.
- The reverse split is a measure to regain compliance with NYSE American's listing standards and is deemed necessary for the company and its shareholders.
- None.
Insights
The announcement of a 1-for-44 reverse stock split by Better Choice Company represents a significant corporate action aimed at addressing compliance issues with the NYSE American's listing standards, specifically related to the minimum share price requirement. Such a move is typically employed by companies to elevate their stock price by reducing the number of shares outstanding, thus increasing the per-share price without altering the company's market capitalization.
From a financial perspective, this action does not inherently add value to the company but is often viewed as a strategy to avoid delisting and to make the stock more attractive to institutional investors who may be prohibited from holding stocks below a certain price. However, it is important to note that reverse splits can sometimes be perceived negatively by the market, as they may signal underlying financial weaknesses. Investors will be monitoring the stock's performance post-split to gauge market sentiment and the efficacy of this maneuver.
The reverse stock split decision by Better Choice Company must be analyzed in the context of the pet health and wellness industry, where stock performance can be influenced by consumer spending trends, regulatory changes and competitive dynamics. The industry is growing, driven by increased pet ownership and a greater focus on pet health. In this competitive landscape, Better Choice's ability to maintain its listing status and potentially attract more investors through a higher share price could be crucial for raising capital and funding growth initiatives.
Long-term implications for stakeholders include the potential for improved liquidity and the ability to maintain or increase investment from funds that have minimum share price criteria. However, the success of such corporate actions is contingent upon the company's fundamental performance post-split. Stakeholders will be interested in the company's future growth strategies and how they align with industry trends to ensure sustainable value creation.
The reverse stock split is a legal maneuver that requires approval from both the company's Board of Directors and its shareholders, reflecting corporate governance practices. The company has followed due process by obtaining the necessary authorizations within the stipulated Reverse Split Range. This action is also a direct response to the NYSE American's notification of non-compliance, showcasing the company's commitment to adhere to regulatory requirements and maintain its listing.
It is essential that all stockholders are treated fairly during this process. The company's approach to issuing whole shares in lieu of fractional shares is a standard practice intended to minimize the impact on shareholders' ownership percentages. The role of the transfer agent is also crucial in ensuring that the transition is seamless for shareholders who possess physical stock certificates.
TAMPA, Fla., March 08, 2024 (GLOBE NEWSWIRE) -- Better Choice Company, Inc. (NYSE American: BTTR) (“Better Choice” or the “Company”), a pet health and wellness company, announced today that it will proceed with a 1-for-44 reverse stock split (the “Reverse Split”) of its issued and outstanding shares of common stock, par value
The Board approved the Reverse Split on March 4, 2024. The Reverse Split will be effective on March 20, 2024 and will begin trading on a post-split basis at the market open on March 21, 2024. In conjunction with the Reverse Split, the CUSIP number will be changed to 08771Y 402. There will be no change to the par value of the Company’s common stock. The Reverse Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares with the exception of those holders of fractional shares. No fractional shares will be issued in connection with the Reverse Split. The Company will issue one whole share of common stock to any stockholder who would have been entitled to receive a fractional share of common stock due to the Reverse Split. Each holder of common stock will hold the same percentage of the outstanding common stock immediately following the Reverse Split as that stockholder did immediately before the Reverse Split, except for adjustments due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares.
The Company’s transfer agent, Equity Stock Transfer LLC, is acting as the exchange agent for the Reverse Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
As previously disclosed, the Company received a letter from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide, notifying the Company that its stock has been selling for a low price per share for a substantial period of time and the Company’s continued listing is predicated on it effecting a reverse stock split of its common stock, par value
The Company intends to seek to regain compliance with the NYSE American’s continued listing standards by undertaking this Reverse Split as a measure that is considered necessary and in the best interests of the Company and its shareholders.
About Better Choice Company, Inc.
Better Choice Company Inc. is a pet health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. We offer a broad portfolio of pet health and wellness products for dogs and cats sold under our Halo brand across multiple forms, including foods, treats, toppers, dental products, chews, and supplements. We have a demonstrated, multi-decade track record of success and are well positioned to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. Our products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products and supplements. Halo’s core products are made with high-quality, thoughtfully sourced ingredients for natural, science-based nutrition. Each innovative recipe is formulated with leading veterinary and nutrition experts to deliver optimal health. For more information, please visit https://www.betterchoicecompany.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Investor Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
T: 212-896-1254
Valter@KCSA.com
FAQ
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