Outset Medical Announces One-for-Fifteen Reverse Stock Split

Rhea-AI Summary

Outset Medical (Nasdaq: OM) has announced a one-for-fifteen reverse stock split effective March 20, 2025. The medical technology company's common stock will continue trading under the OM symbol on Nasdaq with a new CUSIP number 690145206.

The reverse split, approved by stockholders on March 5, 2025, will reduce outstanding shares from approximately 265 million to 17 million. The split will not alter stockholders' ownership percentages, except for fractional shares which will be paid in cash. The number of authorized shares and par value per share remain unchanged.

The split will proportionally affect shares available under equity incentive plans, stock options, warrants, and restricted stock units. Equiniti Trust Company will manage the process, with registered stockholders' shares automatically converted to book-entry form. Stockholders with shares in 'street name' will have positions automatically adjusted through their brokers.

Positive

• Maintains Nasdaq listing compliance through higher share price
• No change in stockholders' percentage ownership (except fractional shares)
• Reduced number of outstanding shares may increase stock marketability

Negative

• Reverse stock split could be interpreted as a sign of share price weakness
• Potential loss of value for shareholders receiving cash for fractional shares

Insights

Financial Analyst

Outset Medical's announcement of a one-for-fifteen reverse stock split represents a significant capital structure adjustment aimed at boosting the company's share price from its current $0.58 level. Post-split, the theoretical share price would rise to approximately $8.67, potentially helping the company maintain Nasdaq listing requirements, which typically mandate a $1.00 minimum bid price.

This consolidation will dramatically reduce outstanding shares from 265 million to approximately 17 million while maintaining the company's current $144.5 million market capitalization. The timing suggests possible compliance concerns, as prolonged trading below $1.00 can trigger delisting proceedings from Nasdaq.

For investors, reverse splits are often viewed cautiously as they frequently signal underlying financial challenges rather than operational improvements. While technically value-neutral, these actions historically correlate with continued underperformance. Companies implement such measures when organic share price recovery seems unlikely in the near term.

Of particular note is the handling of fractional shares through cash payments, which will force minor position liquidations for some investors. Importantly, all options and warrants will be adjusted proportionally, preserving their relative economic value while modifying their strike prices and contract terms.

SAN JOSE, Calif., March 18, 2025 (GLOBE NEWSWIRE) -- Outset Medical, Inc. (Nasdaq: OM) (“Outset” or the “Company”), a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis, today announced a one-for-fifteen reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001, which will become effective at 12:01 a.m. Eastern Time on Thursday, March 20, 2025. The Company’s common stock will continue to trade under Outset’s existing trading symbol, OM, on the Nasdaq Global Select Market (“Nasdaq”) on a split-adjusted basis when the market opens on Thursday, March 20, 2025, with the new CUSIP number 690145206.

The Reverse Stock Split was approved by Outset’s stockholders at a special meeting held on March 5, 2025, with the final ratio subsequently determined by the Company’s board of directors. As a result of the Reverse Stock Split, every 15 shares of the Company’s pre-split common stock issued and outstanding will be automatically reclassified into one new share of the Company’s common stock.   The Reverse Stock Split will reduce the number of shares of common stock issued and outstanding from approximately 265 million to approximately 17 million, subject to adjustment due to the payment of cash in lieu of fractional shares. There will be no change to the number of authorized shares or the par value per share.

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest, except to the extent that the Reverse Stock Split results in fractional share amounts. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment in lieu of such fractional share.

As of the effective date of the Reverse Stock Split, the number of shares of common stock available for issuance under the Company’s equity incentive plans and issuable upon the exercise of stock options, warrants and restricted stock units outstanding immediately prior to the reverse stock split will be proportionately affected. The exercise prices of the Company’s outstanding options will be adjusted in accordance with their respective terms.

Equiniti Trust Company, LLC (“Equiniti”) is acting as the transfer agent for the Reverse Stock Split. Equiniti will provide notice to stockholders of record, issue post-split shares in paperless “book-entry” form, and hold the shares in an account set up for each respective stockholder without the need for stockholder action. Registered stockholders holding pre-split shares of the Company's common stock are not required to take any action to receive post-split shares. Stockholders owning shares in "street name" or via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to the particular processes of such broker, bank, trust or other nominee, and will not be required to take any action in connection with the Reverse Stock Split.

Additional information regarding the Reverse Stock Split is available in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 4, 2025, a copy of which is available at www.sec.gov and on the Company's website.

About Outset Medical, Inc.
Outset is a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis. The Tablo® Hemodialysis System, FDA cleared for use from the hospital to the home, represents a significant technological advancement that transforms the dialysis experience for patients and operationally simplifies it for providers. Tablo serves as a single enterprise solution that can be utilized across the continuum of care, allowing dialysis to be delivered anytime, anywhere and by anyone. The integration of water purification and on-demand dialysate production enables Tablo to serve as a dialysis clinic on wheels, with 2-way wireless data transmission and a proprietary data analytics platform powering a new holistic approach to dialysis care. Tablo is a registered trademark of Outset Medical, Inc.

Forward Looking Statements
This press release contains forward-looking statements relating to, among other things, future Outset stock price, the effect of the Reverse Stock Split on Outset stock and stockholders, and Outset's future performance. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements can be identified by words such as "plan", "potential", "may", "expects", "will" and similar expressions in reference to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on Outset's current beliefs, expectations, and assumptions and hence they inherently involve significant risks, uncertainties and changes in circumstances that are difficult to predict and many of which are outside of Outset’s control. Therefore, you should not rely on any of these forward-looking statements. Actual results and the timing of events could differ materially from those expressed or implied in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks detailed from time to time in Outset's reports filed with the Securities and Exchange Commission, including its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 4, 2025, its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings. Any forward-looking statement made by Outset in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Outset does not undertake any obligation to update forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein, except as required by law.

Contact
Jim Mazzola
Investor Relations
jmazzola@outsetmedical.com

FAQ

When will Outset Medical's (OM) reverse stock split take effect?

The reverse stock split will become effective at 12:01 a.m. Eastern Time on Thursday, March 20, 2025.

What is the ratio of Outset Medical's (OM) reverse stock split?

The reverse stock split ratio is one-for-fifteen, meaning every 15 pre-split shares will be converted into one new share.

How many shares will Outset Medical (OM) have after the reverse split?

The number of outstanding shares will reduce from approximately 265 million to 17 million shares.

Do OM shareholders need to take any action for the reverse stock split?

No, registered stockholders and those holding shares in 'street name' do not need to take any action as positions will be automatically adjusted.

What happens to fractional shares in Outset Medical's (OM) reverse split?

Stockholders who would hold fractional shares will receive cash payments in lieu of these fractional shares.