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Edgio Announces Effectiveness of Reverse Stock Split

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Edgio, Inc. (NASDAQ: EGIO) announces a one-for-forty reverse stock split effective March 1, 2024. The split will convert every forty shares into one share without impacting equity or voting rights. Stockholders will receive instructions for the exchange process.
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Insights

A reverse stock split is a significant corporate action with direct implications on a company's stock liquidity and market perception. In the case of Edgio, Inc.'s 1-for-40 reverse stock split, the immediate effect will be a reduction in the number of shares outstanding, which typically results in an increase in the stock price to reflect the consolidation. However, it's important to note that while the share price may increase, the company's market capitalization remains unchanged, as this is a cosmetic change rather than one that affects the intrinsic value of the company.

Investors should be aware that reverse stock splits are often employed by companies to meet minimum bid price requirements set by stock exchanges. This action can be interpreted as a red flag, signaling that the company's shares have been trading at lower levels, potentially reflecting concerns about its performance or future prospects. Nevertheless, it can also be viewed as a strategic move to attract institutional investors, who may be precluded from investing in stocks below a certain price threshold.

From a financial analysis perspective, it is crucial to monitor the stock's performance following the reverse split, as it can sometimes lead to diminished investor confidence if the underlying issues causing the low stock price are not addressed. Additionally, the stock's liquidity may be affected due to the reduced number of shares available for trading.

Edgio's decision to implement a reverse stock split will not only alter the stock's trading dynamics but also potentially impact the company's image in the eyes of current and prospective investors. Market research indicates that while reverse stock splits can lead to a more favorable perception among market participants in the short term due to higher per-share prices, the long-term effects are contingent on the company's operational performance and growth prospects.

It is essential to conduct a comparative analysis with industry peers who have undergone similar reverse stock splits to understand the potential market reaction and long-term outcomes. Historical data suggests that the success of such a corporate action is mixed, with outcomes ranging from successful turnarounds to further declines in investor confidence and market value.

For Edgio, the market will likely focus on subsequent earnings reports and strategic initiatives to determine whether the reverse stock split is part of a broader turnaround strategy or a temporary measure to comply with exchange listing requirements. The company's communication strategy post-split will be critical in setting investor expectations and shaping the narrative around its future direction.

The legal implications of a reverse stock split like the one being executed by Edgio, Inc. are multifaceted. Firstly, it's important to highlight that such a corporate action requires approval from the company's Board of Directors and, depending on the jurisdiction and company bylaws, may also require shareholder approval. The reverse stock split does not affect the par value of shares but does impact the number of shares each shareholder owns.

Legal considerations also come into play regarding the treatment of fractional shares, which cannot be issued and are typically compensated for in cash based on the fair market value. This process must be handled equitably and in accordance with the Securities and Exchange Commission (SEC) regulations to avoid any potential legal disputes. The company must also ensure that all regulatory filings, such as the Form 8-K, provide transparent and accurate information about the reverse stock split to maintain compliance with securities laws.

Furthermore, while the reverse stock split itself does not constitute an offer to sell securities, the company must be cautious in its communications to avoid any language that could be interpreted as soliciting stock purchases or sales, which could lead to regulatory scrutiny or legal challenges.

PHOENIX--(BUSINESS WIRE)-- Edgio, Inc. (NASDAQ: EGIO) (the “Company”), the platform of choice for speed, scale, security, and simplicity at the edge, today announced that, on March 1, 2024, the Company will file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter”), effecting a one-for-forty (1-for-40) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Certificate of Amendment”). The Certificate of Amendment was approved by the Board of Directors of the Company (the “Board”) and will become effective March 1, 2024.

As a result of the Reverse Stock Split, every forty (40) shares of the Company’s issued and outstanding common stock will be converted into one (1) share of issued and outstanding common stock. The number of authorized shares remain unchanged. The Reverse Stock Split will be effected simultaneously for all of our outstanding Common Stock and the exchange ratio will be the same for all of our outstanding Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly. The Reverse Stock Split will have no impact on stockholders’ proportionate equity interest or voting rights in the Company or the par value of the Common Stock, which remains unchanged, except to the extent that the Reverse Stock Split results in any of our stockholders receiving fair value in cash of any fractional shares they would otherwise be entitled to as a result of the Reverse Stock Split. Following the Reverse Stock Split, stockholders will receive instructions from Edgio’s transfer agent on how a stockholder should surrender his or her certificate(s) representing shares of Common Stock to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split Common Stock. Stockholders who hold their shares in brokerage accounts are not required to take any action to exchange their shares. The new CUSIP number for the Common Stock will be 53261M203.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. For more detailed information relating to this transaction, please refer to the related Form 8-K to be filed with the U.S. Securities and Exchange Commission.

About Edgio

Edgio (NASDAQ: EGIO) helps companies deliver online experiences and content faster, safer, and with more control. Our developer-friendly, globally scaled edge network, combined with our fully integrated application and media solutions, provide a single platform for the delivery of high-performing, secure web properties and streaming content. Through this fully integrated platform and end-to-end edge services, companies can deliver content quicker and more securely, thus boosting overall revenue and business value. To learn more, visit edg.io and follow us on Twitter, LinkedIn and Facebook.

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of the federal securities laws. A reader can identify forward-looking statements because they are not limited to historical fact or they use words such as “expects,” “estimates,” “intends,” and similar expressions that concern the Company’s strategy, plans, intentions or beliefs about future occurrences or results. It is very difficult to predict the effect of known factors, and the Company cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed in our SEC filings, including in our most recent reports on Form 10-K and 10-Q, particularly under the heading “Risk Factors.”

All forward-looking statements in this press release are based on information available to the Company as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Investor relations:

Sameet Sinha

602-850-4973

ir@edg.io

Media relations:

Sally Winship Comollo

781-366-5580

swinship-comollo@edg.io

Source: Edgio, Inc.

FAQ

What is the reverse stock split announcement by Edgio, Inc. (EGIO)?

Edgio, Inc. (NASDAQ: EGIO) announced a one-for-forty reverse stock split effective March 1, 2024.

How will the reverse stock split impact Edgio, Inc. (EGIO) shareholders?

The reverse stock split will convert every forty shares of common stock into one share without affecting equity or voting rights.

What is the new CUSIP number for Edgio, Inc. (EGIO) after the reverse stock split?

The new CUSIP number for Edgio, Inc.'s Common Stock will be 53261M203.

Do stockholders need to take any action for the exchange process after the reverse stock split by Edgio, Inc. (EGIO)?

Stockholders who hold their shares in brokerage accounts are not required to take any action to exchange their shares.

Edgio, Inc.

NASDAQ:EGIO

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Software - Infrastructure
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United States of America
PHOENIX