Infobird Co., Ltd Announces 1-for-20 Share Consolidation and Increase of Authorized Share Capital

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Infobird Co., Ltd (NASDAQ: IFBD) Announces Share Consolidation and Increase of Authorized Shares. The company's shareholders approved the proposed 1-for-20 share consolidation and increase of authorized share capital. The objective is to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.

HONG KONG, Nov. 16, 2023 /PRNewswire/ -- Infobird Co., Ltd (NASDAQ: IFBD) ("Infobird" or the "Company"), a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions, today announced that the annual general meetings of the shareholders held on Wednesday, November 15, 2023, at Unit 532A, 5/F, Core Building 2, No. 1 Science Park West Avenue, Hong Kong Science Park, Tai Po, N.T., Hong Kong, approved the proposed 1-for-20 share consolidation of its ordinary shares of US$0.025 par value each (the "Share Consolidation") and increase of the Company's authorized share capital (the "Increase of Authorized Shares") immediately after the Share Consolidation takes effect. 

Beginning with the opening of trading on November 20, 2023, the Company's ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol "IFBD", but under a new CUSIP number of G47724128. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.

Upon the effectiveness of the Share Consolidation, every twenty issued and outstanding ordinary shares of a par value of US$0.025 each will automatically be consolidated into one issued and outstanding ordinary share of a par value of US$0.50 each. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares. Upon the effectiveness of the Increase of Authorized Shares, the Company's authorized share capital is increased from US$25,000,000 divided into 50,000,000 ordinary shares of a par value of US$0.50 each to US$25,000,000,000 divided into 50,000,000,000 shares of a par value of US$0.50 each, by the creation of an additional 49,950,000,000 ordinary shares, of a par value of US$0.50 each.

The Share Consolidation and the Increase of Authorized Shares was approved by the Company's board of directors on October 26, 2023 and its shareholders on November 15, 2023. The Company has filed a Fifth Amended and Restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies.

About Infobird Co., Ltd

Infobird Co., Ltd. (Nasdaq: IFBD), is a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions. For more information, please visit http://www.infobird.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this press release, as well as the Company's strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission ("SEC") on Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company's goals and strategies; the Company's future business development, financial condition and results of operations; and the Company's expectations regarding demand for and market acceptance of its products and services. Further information regarding these and other risks is included in the Company's annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.

 

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SOURCE Infobird Co., Ltd

FAQ

What is the purpose of the Share Consolidation and Increase of Authorized Shares?

The objective is to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.

When will the Company's ordinary shares begin trading on a post-Share Consolidation basis?

Beginning with the opening of trading on November 20, 2023.

How will the Share Consolidation affect shareholders?

Every twenty issued and outstanding ordinary shares of a par value of US$0.025 each will automatically be consolidated into one issued and outstanding ordinary share of a par value of US$0.50 each. No fractional shares will be issued as a result of the Share Consolidation.

When were the Share Consolidation and the Increase of Authorized Shares approved?

The Share Consolidation and the Increase of Authorized Shares was approved by the Company's board of directors on October 26, 2023 and its shareholders on November 15, 2023.