Infobird Co., Ltd Announces 1-for-8 Share Consolidation and Capital Reduction

Rhea-AI Summary

Infobird Co., Ltd (NASDAQ: IFBD) announced the approval of a 1-for-8 share consolidation, capital reduction, and share capital reorganization to maintain its Nasdaq listing. The Share Consolidation aims to comply with Nasdaq rules by consolidating every eight ordinary shares into one, with no fractional shares issued. The Capital Reduction will change the authorized share capital from US$25 billion to US$50 million. Both measures were approved by the board and shareholders.

Insights

Financial Analyst

The announcement by Infobird Co., Ltd regarding the share consolidation and capital reduction and reorganization is a strategic financial maneuver aimed at maintaining compliance with Nasdaq's minimum bid price requirement. Share consolidations, also known as reverse stock splits, often serve as a tool to boost the perceived value of a company's stock by increasing the market price per share, without altering the company's market capitalization.

For investors, the immediate effect is neutral in terms of value, as the consolidation does not change the proportionate equity ownership. However, the market reaction can be mixed. On one hand, it could lead to a positive reassessment of the stock if the higher per-share price attracts institutional investors or meets the investment criteria of certain funds. On the other hand, it may be perceived negatively, as reverse splits are sometimes associated with companies in financial distress.

Moreover, the capital reduction aspect, pending court approval, indicates a structural change in the company's capital allocation. By reducing the authorized share capital and adjusting the par value, Infobird is potentially paving the way for future corporate actions, such as acquisitions or equity financing, which could be dilutive to existing shareholders.

Market Research Analyst

Infobird's share consolidation is a significant move within the SaaS and AI customer engagement sector, where stock performance can influence customer perception and investor confidence. In an industry driven by innovation and growth, maintaining a listing on a prestigious exchange like Nasdaq is crucial for visibility and credibility.

From a market perspective, the consolidation could be an attempt to stabilize the stock and attract a different segment of investors. It's essential to monitor peer reactions and the overall sector's performance to gauge the potential impact of such a corporate action. The consolidation may also signal to the market that the company is taking proactive steps to improve its financial health and adhere to market regulations, which can be reassuring to stakeholders.

However, it's important to note that while the consolidation does not inherently improve financial fundamentals, it may affect liquidity and volatility. A reduced number of shares in circulation can lead to less liquidity, potentially making the stock more volatile. Monitoring post-consolidation trading volume and price stability will be crucial in assessing the long-term impact of this event.

Legal Expert

The legal implications of the share consolidation and capital reduction and reorganization for Infobird Co., Ltd are noteworthy. The process involves not only shareholder approval but also the sanctioning by the Grand Court of the Cayman Islands, reflecting the legal complexity of such corporate actions.

It's important to understand that the capital reduction must be confirmed by a court order, ensuring that the interests of creditors are not prejudiced. This legal safeguard is crucial as it maintains the integrity of the process and protects the rights of all stakeholders. The filing of a Sixth Amended and Restated Memorandum and Articles of Association signifies a formal change in the company's legal framework, which could have implications for governance practices and shareholder rights.

For stakeholders, the legal processes involved in the capital reorganization provide a level of oversight and transparency. However, they should be aware of the timeline and potential delays inherent in legal proceedings, which can affect when the corporate actions take effect and when the benefits or drawbacks of such actions will materialize.

HONG KONG, Feb. 20, 2024 /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 extraordinary general meetings of the shareholders held on February 20, 2024, at Room 706, 7/F, Low Block, Grand Millennium Plaza, 181 Queen's Road Central, Central, Hong Kong, approved the proposed 1-for-8 share consolidation of its ordinary shares of US$0.5 par value each (the "Share Consolidation") as well as capital reduction and share capital reorganization (the "Capital Reduction and Reorganization").

Beginning with the opening of trading on February 27, 2024, 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 G47724300. 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 eight ordinary shares of a par value of US$0.5 each (including issued and unissued shares) will automatically be consolidated into one ordinary share of a par value of US$4.0 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.

The capital reduction will become effective when the Grand Court of the Cayman Islands grants a court order to confirm the Capital Reduction. Immediately following the Capital Reduction and the Reorganization, the authorized share capital of the Company be changed from US$25,000,000,000 divided into 6,250,000,000 shares of par value of US$4.00 each to US$50,000,000 divided into 5,000,000,000,000 ordinary shares of par value US$0.00001 each by cancelling the excess authorized but unissued ordinary shares in the authorized share capital. If implemented, the Capital Reduction will be effected simultaneously for all issued shares of the Company. The Capital Reduction will affect all of our shareholders uniformly and will not affect any shareholder's percentage ownership interests in the Company. After the Capital Reduction and Reorganization, our ordinary shares will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our ordinary shares now authorized.

The Share Consolidation and the Capital Reduction and Reorganization was approved by the Company's board of directors on January 10, 2024 and its shareholders on February 20, 2024. The Company will file a Sixth Amended and Restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies after the Capital Reduction and Reorganization becomes effective.

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 ticker symbol of Infobird Co., Ltd?

The ticker symbol of Infobird Co., Ltd is IFBD.

What was approved during the extraordinary general meetings held by Infobird Co., Ltd?

The extraordinary general meetings approved a 1-for-8 share consolidation, capital reduction, and share capital reorganization to maintain the company's Nasdaq listing.

What is the objective of the Share Consolidation approved by Infobird Co., Ltd?

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.

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

The Company's ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market starting from February 27, 2024.

What will happen to fractional shares resulting from the Share Consolidation approved by Infobird Co., Ltd?

No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares will be rounded up to the next whole number.