Kalera Shareholders Approve Reverse Stock Split

Rhea-AI Summary

Kalera has announced a 100-for-1 reverse stock split of its ordinary shares, effective December 23, 2022. This decision, approved by shareholders during an extraordinary general meeting, aims to increase the company's per share trading price and ensure compliance with Nasdaq's minimum share price requirements. Following the split, ordinary shares will start trading at a new adjusted rate, consolidating 91,877,828 shares into 918,778 shares. Fractional shares will be compensated in cash. Kalera maintains its Nasdaq symbol KAL.

Positive

• Reverse stock split aimed at compliance with Nasdaq's minimum share price requirement.
• Consolidation of shares may attract more institutional investors due to improved share price.

Negative

• Reverse stock split may be perceived as a sign of financial distress among investors.
• Shareholder dilution risk exists, as the consolidation reduces the total number of shares owned.

Kalera ordinary shares expected to begin trading on a split-adjusted basis on December 23, 2022

Orlando, Florida, Dec. 23, 2022 (GLOBE NEWSWIRE) -- Kalera Public Limited Company (“Kalera” or the “Company”) (Nasdaq: KAL), a vertical farming company headquartered in Orlando, Florida, today announced that shareholders approved a reverse stock split of its outstanding ordinary shares (the “Ordinary Shares”) at a ratio of 100-for-1. The reverse stock split will become effective today, December 23, 2022, and Ordinary Shares will begin trading on a split-adjusted basis when the Nasdaq opens today.

The Ordinary Shares will continue to trade on the Nasdaq under the existing trading symbol “KAL”. The reverse stock split was approved by Kalera’s shareholders at the extraordinary general meeting held on December 22, 2022 (the “EGM”).

The reverse stock split is primarily intended to increase the Company’s per share trading price and bring the Company into compliance with the Nasdaq’s listing requirement regarding minimum share price.

As a result of the reverse stock split, every 100 Ordinary Shares issued and outstanding will be consolidated into a single Ordinary Share. The reverse stock split will not modify any rights or preferences of the Ordinary Shares. Proportionate adjustments will be made to the exercise prices and the number of shares underlying Kalera’s outstanding contingent value rights, as applicable, and warrants exercisable for Ordinary Shares, as well as to the number of shares issuable under Kalera’s equity incentive plans and certain existing agreements. The Ordinary Shares issued pursuant to the reverse stock split will remain fully paid and non-assessable.      

Prior to the reverse stock split, there were 91,877,828 ordinary shares outstanding and entitled to vote on the EGM equivalent to 918,778 Ordinary Shares issued and outstanding following the reverse stock split with fractional shares to be paid in cash by Kalera.

Computershare Inc., and its wholly owned subsidiary Computershare Trust Company, N.A., Kalera’s transfer agent, is acting as the exchange agent for the reverse stock split.

Additional information regarding the Company’s reverse stock split can be found by clicking on the following link: 8-K| Kalera

About Kalera
As a leader in controlled environment agriculture, Kalera is driven by our belief that vertical farming can play an important role in securing access to fresh produce for a growing world population facing climate change and concerns about the future of traditional farming. Through our proprietary technology, we sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Our automated, data-driven, hydroponic vertical farms produce higher yields and use approximately 95% less water, and 99% less land than traditional farming. Sold under the Kalera brand, our leafy greens are “better than organic” and priced competitively, always with the end consumer in mind. Kalera is headquartered in Orlando, Florida with farms in Orlando; Atlanta, Georgia; Houston, Texas; and Denver, Colorado; with additional farms under development. More information is available at www.kalera.com.

Forward-Looking Statements
This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

These forward-looking statements include, but are not limited to, statements regarding Kalera’s share structure and Nasdaq listing status. These statements are based on various assumptions and/or on the current expectations of Kalera's management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Kalera. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; changes in the assumptions underlying Kalera's expectations regarding its future business; the effects of competition on Kalera's future business; and the outcome of judicial proceedings to which Kalera is, or may become a party.

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Kalera presently does not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this communication. Kalera anticipates that subsequent events and developments will cause these assessments to change. However, while Kalera may elect to update these forward-looking statements at some point in the future, Kalera specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Kalera's assessments as of any date subsequent to the date of this written communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact:
Financial Profiles, Inc.
KaleraIR@finprofiles.com
310.622.8256

FAQ

What is the purpose of Kalera's reverse stock split on December 23, 2022?

The reverse stock split aims to increase the per share trading price and ensure compliance with Nasdaq's minimum share price requirement.

How many ordinary shares does Kalera have after the reverse stock split?

After the reverse stock split, Kalera will have approximately 918,778 ordinary shares outstanding.

What will happen to Kalera's stock trading symbol after the split?

Kalera's ordinary shares will continue to trade under the same symbol, KAL, after the reverse stock split.

What does a 100-for-1 reverse stock split mean for shareholders?

For every 100 ordinary shares a shareholder owns, they will receive 1 ordinary share post-split, but the overall value remains the same.

When did the reverse stock split for Kalera become effective?

The reverse stock split became effective on December 23, 2022.