Micron Solutions, Inc. Board Announces Proposal for Stock Splits

Rhea-AI Summary

Micron Solutions, Inc. announces proposal to enact stock splits, subject to shareholder approval and regulatory processes. The stock splits include a 1-for-1,000 reverse stock split followed by a 1,000 to 1 forward stock split. The primary purpose of the stock splits is to reduce costs and eliminate public reporting. Shareholders holding fewer than 1,000 shares will receive a cash payment of $1.50 per share. The stock splits are expected to be completed by the end of October 2023. The company's common stock is expected to be quoted on the OTC Pink Markets but will no longer be traded on the OTC Markets.

Positive

• Proposal to reduce costs and eliminate public reporting through stock splits

Negative

• None.

Micron Solutions, Inc. Board Announces Proposal to Enact Stock Splits in Plan to voluntarily delist from OTC Markets

FITCHBURG, Mass., Oct. 02, 2023 (GLOBE NEWSWIRE) -- Micron Solutions, Inc. (OTCQB: MICR) (the “Company”), a diversified contract manufacturing organization, through its wholly-owned subsidiary, Micron Products, Inc., producing highly engineered, innovative components requiring precision machining and injection molding, announced today the Board’s approval of a proposal to effect a 1-for-1,000 reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock, followed immediately by a 1,000 to 1 forward stock split for the Company’s Common Stock (the “Forward Stock Split”, and with the Reverse Stock Split, the “Stock Splits”), which Stock Splits will be enacted through the filing of amendments to the Company’s Certificate of Incorporation (the “Certificates of Amendment”) with the Secretary of State of the State of Delaware. The Stock Splits remain subject to the approval of the Company’s stockholders, to be obtained through written consent or a special meeting for the purpose of approving the Stock Splits, and the notification processes with FINRA and the OTC Markets, which the Company expects to complete by the end of October 2023. If the Shareholders approve of the Stock Splits, following the filing of the Certificates of Amendment with the Secretary of State of the State of Delaware, a stockholder of record owning fewer than 1,000 shares of Common Stock (the “Minimum Number”) immediately prior to the effective time of the Reverse Stock Split (the “Effective Time”) will only be entitled to a fraction of a share of Common Stock upon the Reverse Stock Split and will be paid in cash in lieu of a fraction of a share of Common Stock, on the basis of $1.50, without interest (“Cash Payment”), for each share of the Company’s Common Stock held by such stockholder immediately prior to the Effective Time (the “Cashed-out Stockholders”). A stockholder of record owning at least the Minimum Number of shares immediately prior to the Effective Time (the “Continuing Stockholders”) will not be paid cash in lieu of any fraction of a share of the Company’s Common Stock, and upon the Forward Stock Split, the shares of Common Stock (including any fraction of a share of Common Stock) held by such holder after the Reverse Stock Split, will be reclassified into the same number of shares of Common Stock as such holder held immediately prior to the Stock Splits. The Company intends to treat persons who hold shares of its Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as persons who hold shares of our Common Stock in their own names. Banks, brokers or other nominees will be instructed to effect the Stock Splits for their customers holding our Common Stock in “street name.” In determining the fairness of the Cash Payment for the Cashed-Out Stockholders, the Board considered a number of factors, including but not limited to, (i) the Company’s historical performance, including its history of losses, and current management projections, (ii) the fact that the Cash Payment is a significant premium over the Company’s average trading price since May 12, 2023, and (iii) that the Cash Payment is greater than the Company’s current book value per share. The primary purpose of the Stock Splits is: (i) to continue to maintain the number of record holders below 300, which is the level at or above which the Company is required to file public reports with the Securities and Exchange Commission (the “SEC”), (ii) to provide the Cashed-Out Stockholders, who would not otherwise be able to sell their shares on the open market given the low trading volume and high brokerage cost relative to their ownership percentage, the ability to receive cash for their shares without incurring such brokerage fees, and a price per share that is a premium over market trading prior to our announcement of the Stock Splits, and (iii) to further continue with the Company’s plan to reduce costs and expense by eliminating public reporting, and more effectively devote management’s time to the operations of the business. In reaching this conclusion in approving the proposal, the Board considered a number of factors, including but not limited to: (a) the continued cost savings of not being a public reporting company, including the saving of management time and focus, (b) the ability of stockholders holding less than the Minimum Number of shares to receive liquidity in their shares without incurring excess brokerage commissions at a premium in cash over recent market prices, (c) that Cashed-Out Stockholders will no longer participate in the future earnings, growth or loses of the Company, (d) the limited liquidity in the Company’s Common Stock on the OTC Markets, (e) the Company’s historical and projected financial performance, and historical market prices and recent trading activity, (f) the reduction of public information about the Company, and the effect on the Company and its stockholders, customers, vendors and competitors, (g) the cost of effecting the Stock Splits and the need to raise capital in the form of secured convertible promissory notes with existing stockholders to enact the Stock Splits, and (h) the lack of other alternative transactions for the Company.

The Company expects to pay the Cash Payment to the Cashed-Out Stockholders and the costs relating to the Stock Splits from cash on hand and from subscriptions for the purchase of one or more subordinated secured promissory notes (the “Subordinated Notes”) to existing noteholders who are “accredited investors” in a private placement. If approved by the Stockholders, the Company expects to file the Certificates of Amendment as soon as practical following such approval subject to finalization of the FINRA and OTC notification processes, which it expects to complete by the end of October 2023. However, the Board retains the authority to abandon the Stock Splits at any time prior to filing the Certificates of Amendment with the Secretary of State of the State of Delaware if it determines the Stock Splits are no longer in the best interest of the Company. During this time the Company’s Common Stock is expected to be quoted on the OTC Pink Markets. However, the Company does not intend to continue to publish current information or take such actions to enable a trading market in its Common Stock, and can provide no assurances that any broker-dealer will continue to make a market in its stock, maintain quotation prices, or that there will be any trading level in the Company’s Common Stock. Following the enactment of the Stock Splits, the Company’s expects not to be traded on the OTC Markets with trading only done privately. About Micron Solutions, Inc. Micron Solutions, Inc., through its wholly-owned subsidiary, Micron Products, Inc., is a diversified contract manufacturing organization that produces highly-engineered, innovative medical device components requiring precision machining and injection molding. The Company also contract manufactures components, devices and equipment for military, law enforcement, industrial and automotive applications. In addition, the Company is a market leader in the production and sale of silver/silver chloride coated and conductive resin sensors used as consumable component parts in the manufacture of integrated disposable electrophysiological sensors. The Company’s strategy for growth is to build a best-in-class contract manufacturer with a specialized focus on plastic injection molding and highly-engineered medical devices and components requiring precision machining. Safe Harbor Statement Forward-looking statements made herein, including statements related to strategic focus and the Company’s approval, reasons for, and timing of the proposed Stock Splits, are based on current expectations of Micron Solutions, Inc. (“our” or the “Company”) that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. Therefore, actual results may differ materially from what is expressed in or implied by these forward-looking statements. The factors that could cause our actual results of operations, financial condition, performance or achievements to be affected materially, which include, but are not limited to, Company’s ability to obtain stockholder approval for the Stock Splits, the Board’s determination not to proceed if the Stock Splits are no longer in the best interest of the Company, our ability to continue as a going concern, our ability to implement cost reduction measures and/or raise additional equity and/or debt, our ability to obtain and retain order volumes from customers who represent significant proportions of net sales; our ability to maintain our pricing model, offset higher costs with product price increases and/or decreases to our cost of sales; variability of customer delivery requirements; the level of and ability to generate sales of higher margin products and services; our ability to manage our level of debt, which higher debt levels could make the Company sensitive to the effects of economic downturns and limit our ability to react to changes in the economy or our industry; failure to comply with financial and other covenants in our credit facility; the impact on the Company’s operations and financial results due to economic uncertainty and disruption including, but not limited to, inflation, recession risks and the ongoing Ukraine-Russian military conflict; reliance on revenues from exports and impact on financial results due to economic uncertainty or downturns in foreign markets; volatility in commodity and energy prices and our ability to offset higher costs with price increases; continued availability of supplies or materials and components used in manufacturing at competitive prices, including managing disruptions in the supply chain and the availability of certain raw materials; variations in the mix of products sold; maintaining regulatory quality standards applicable to our manufacturing and quality processes; and the amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources. The Company assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.