Virgin Galactic to Effect a Reverse Stock Split
Virgin Galactic Holdings (NYSE: SPCE) announced a 1-for-20 reverse stock split, effective June 14, 2024, after trading closes. The stock will trade on a split-adjusted basis from June 17, 2024, under the ticker 'SPCE' with the new CUSIP number 92766K 403. The split aims to increase per-share price to meet NYSE's minimum bid requirements. Stockholders approved this at the annual meeting on June 12, 2024. No fractional shares will be issued; cash payments will be made instead. Adjustments will be made to equity awards and stock issuances under existing agreements and incentive plans. Continental Stock Transfer & Trust will manage the exchange. More details are available in the company's proxy statement on the SEC website.
- The reverse stock split aims to increase the per-share market price, potentially enhancing the company's appeal to investors.
- The split helps meet the NYSE's minimum bid price requirement, ensuring continued listing on the exchange.
- The company's common stock will remain fully paid and non-assessable post-split.
- Proportionate adjustments to equity awards and incentive plans maintain shareholder equity integrity.
- Reverse stock splits can be perceived negatively by investors as they sometimes indicate underlying financial issues.
- Shareholders will face an automatic reduction in the number of shares they hold, which might affect perceived value.
- No fractional shares will be issued, requiring cash payouts that may not be favorable to all investors.
Insights
The announcement of a 1-for-20 reverse stock split by Virgin Galactic is a critical move aimed at maintaining the company’s listing on the NYSE. The primary motive behind such a strategy is to increase the per share market price, which is essential to meet the exchange's minimum bid price requirements. This action is frequently taken by companies facing delisting threats due to prolonged low stock prices.
For retail investors, it's important to understand that a reverse stock split doesn't change the company’s market capitalization. Essentially, the value of one’s investment remains the same; only the number of shares and their price are adjusted. However, the share price will be 20 times higher post-split, potentially making the stock more attractive to institutional investors who might prefer higher-priced stocks.
Short-term implications include potential market volatility as investors react to the adjustment. Some might view the split as a red flag indicating underlying business challenges, while others might see it as a step towards financial stability. Long-term effects depend on the company's ability to leverage this move into a broader strategic plan that drives growth and improves financial health.
Understanding these dynamics can help investors make informed decisions about their positions in Virgin Galactic.
From a market perspective, Virgin Galactic’s reverse stock split could prompt various ripple effects in the aerospace and space tourism sectors. This action often signifies that a company is struggling to maintain its stock price, which may cause concerns among investors regarding the company's overall health and future prospects.
It's important to monitor how this move fits into the broader context of Virgin Galactic’s strategic initiatives. Investors should consider the company’s recent performance, upcoming product launches and competitive positioning. Keeping an eye on how the market and competitors react to this reverse split can provide clues about the industry’s perception and the potential future trajectory of Virgin Galactic.
Additionally, understanding the market sentiment and analyzing trading volumes post-split can offer insights into investor confidence and market stability, helping investors gauge whether this move will indeed bolster Virgin Galactic’s standing or merely provide a temporary reprieve.
SPCE common stock expected to begin trading on a 1-for-20 split adjusted basis on June 17, 2024
The primary goal of the reverse stock split is to increase the per share market price of the Company’s common stock to meet the minimum per share bid price requirement for continued listing on the NYSE. The reverse stock split was approved by the Company’s stockholders at its annual meeting of stockholders held on June 12, 2024. On June 12, 2024, following the annual meeting of stockholders, the Company’s Board of Directors approved the reverse stock split at the ratio of 1-for-20.
As a result of the reverse stock split, every 20 shares of the Company’s common stock issued and outstanding will be automatically reclassified into one new share of the Company’s common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not decrease the number of authorized shares of common stock or otherwise affect the par value of the common stock.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of the common stock (as adjusted to give effect to the reverse stock split) on the NYSE on June 14, 2024, the date of the effective time of the reverse stock split.
Continental Stock Transfer & Trust (“Continental”), the Company’s transfer agent, is acting as the exchange agent for the reverse stock split. Stockholders holding their shares electronically in book-entry form and stockholders who hold their shares through a bank, broker or other nominee will not need to take any action. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split and will receive payment for any fractional shares in accordance with their respective bank’s, broker’s, or nominee’s particular processes.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024, which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at https://www.virgingalactic.com/.
About Virgin Galactic
Virgin Galactic is an aerospace and space travel company, pioneering human spaceflight for private individuals and researchers with its advanced air and space vehicles. Scale and profitability are driven by next generation vehicles designed to be capable of bringing humans to space at an unprecedented frequency with an industry-leading cost structure. You can find more information at https://www.virgingalactic.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the expected timing of the reverse stock split, the effects of the reverse stock split, including the expected payment of cash in lieu of fractional shares, the anticipated timing of the commencement of trading of the Common Stock on a split-adjusted basis, the impact of the reverse stock split on the Company’s share price, and the Company’s ability to meet the minimum per share bid price requirement for continued listing on the NYSE, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “strategy,” “future,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to, any delay in the planned reverse stock split, our ability to continue to comply with applicable listing standards of the NYSE, the reverse stock split may impact our results of operations, business operations and reputation with or ability to serve our stockholders and/or customers, the trading prices and volatility of the common stock, and the other, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at www.virgingalactic.com, which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240612175474/en/
For media inquiries:
Aleanna Crane – Vice President, Communications
news@virgingalactic.com
575.800.4422
For investor inquiries:
Eric Cerny – Vice President, Investor Relations
vg-ir@virgingalactic.com
949.774.7637
Source: Virgin Galactic Holdings, Inc.
FAQ
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