Vision Marine Technologies Announces Reverse Stock Split, Warrant Exchange and Receives Nasdaq Staff Determination Letter Regarding Non-Compliance with Minimum Bid Price Requirement

Rhea-AI Summary

Vision Marine Technologies (NASDAQ:VMAR) has announced a 15-for-1 reverse stock split effective August 22, 2024, to regain compliance with Nasdaq's minimum $1.00 bid price requirement. This follows a Nasdaq staff determination letter received on August 15, 2024, indicating non-compliance. The company plans to file a hearing request with Nasdaq to stay any suspension or delisting action.

Additionally, Vision Marine has initiated an exchange offer for its outstanding Series A Convertible Preferred Shares and warrants issued on December 21, 2023. The exchange aims to simplify the company's capital structure and reduce potential dilution. Warrant holders can receive twice the number of warrant shares in common shares and pre-funded warrants.

Positive

• Reverse stock split may help regain Nasdaq compliance
• Exchange offer could simplify capital structure
• Potential reduction in dilutive impact of warrants

Negative

• Non-compliance with Nasdaq's minimum bid price requirement
• Risk of potential delisting from Nasdaq
• Dilution of existing shareholders due to reverse stock split

Insights

Financial Analyst

Vision Marine's announcement of a 15-for-1 reverse stock split is a critical move to address its non-compliance with Nasdaq's minimum bid price requirement. This action, while potentially boosting the share price, doesn't inherently change the company's market value or financial health. The receipt of a Nasdaq staff determination letter underscores the urgency of this situation. The company's plan to request a hearing with Nasdaq buys time, but doesn't guarantee continued listing. The simultaneous warrant exchange offer aims to simplify the capital structure and reduce dilution, which could be viewed positively by investors. However, these actions signal underlying financial challenges and may raise concerns about the company's long-term viability in the competitive electric marine propulsion market.

Market Research Analyst

Vision Marine's strategic moves reflect broader trends in the electric vehicle (EV) and clean energy sectors. The company's focus on electric marine propulsion aligns with growing environmental concerns and regulatory pushes for cleaner technologies. However, the need for financial restructuring suggests challenges in scaling and commercializing their technology. The marine EV market is still nascent, with potential for growth but also facing hurdles in adoption rates and infrastructure development. Vision Marine's struggles may indicate that the market isn't maturing as quickly as anticipated. Investors should consider this news in the context of the overall EV market trajectory and the specific challenges of marine applications, which often require higher power outputs and face harsher operating conditions than land-based EVs.

Legal Expert

The company's actions raise several legal and regulatory considerations. The reverse stock split and warrant exchange must comply with securities laws and Nasdaq regulations. Vision Marine's prompt filing of a hearing request with Nasdaq is a standard procedure to maintain listing status, but the outcome remains uncertain. The 180-day extension possibility provides a critical window for compliance. However, investors should note that this process doesn't guarantee continued listing. The warrant exchange offer must also adhere to securities regulations, ensuring fair treatment of all shareholders. These corporate actions, while aimed at compliance and financial restructuring, carry legal risks if not executed properly, potentially exposing the company to shareholder litigation or regulatory scrutiny.

MONTREAL, QC / ACCESSWIRE / August 20, 2024 / Vision Marine Technologies, Inc. (NASDAQ:VMAR) ("Vision Marine" or the "Company"), a pioneer in electric marine propulsion, today announced that its Board of Directors (the "Board") has approved a 15-for-1 reverse stock split of the Company's common shares. The reverse stock split is expected to become effective when the market opens on August 22, 2024 (the "Effective Date"). Upon the Effective Date, the Company's common shares will begin trading on a split-adjusted basis under the existing trading symbol "VMAR." The new CUSIP number for the Company's common shares following the reverse stock split will be 92840Q103.

The primary goal of the reverse stock split is to increase the per-share market price of the Company's common shares to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2). This move follows the Company's receipt of a staff determination letter (the "Determination Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") on August 15, 2024, which indicated that the Company had not regained compliance with the Bid Price Requirement by the deadline of August 14, 2024.

As outlined in the form 6-K filed with the Securities and Exchange Commission, Vision Marine received a deficiency letter from Nasdaq on February 16, 2024, notifying the Company that its common shares had fallen below the minimum $1.00 per share requirement for the preceding 30 consecutive business days. Despite being granted an initial 180-calendar-day period to regain compliance, the Company was unable to achieve the required bid price by the deadline, leading to the issuance of the Determination Letter.

In addition to addressing the bid price issue, the reverse stock split is intended to align the Company's capital structure with Nasdaq's requirements. As a result of the reverse stock split, every fifteen common shares of the Company issued and outstanding will be automatically consolidated into one common share. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as well as to the number of shares issuable under the Company's equity incentive plans. The common shares 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 common shares or affect the par value of the common shares.

No fractional shares will be issued in connection with the reverse stock split. Shareholders will be issued one whole common share in exchange for any fractional interest that such shareholder would have otherwise received. Vstock Transfer LLC, the Company's transfer agent, is acting as the exchange agent for the reverse stock split. Shareholders holding their shares electronically in book-entry form or through a bank, broker, or other nominee will not need to take any action.

Importantly, the Determination Letter does not have an immediate effect on the listing of the Company's common shares on The Nasdaq Capital Market. Vision Marine intends to promptly file a hearing request with Nasdaq, which will automatically stay any suspension or delisting action pending the hearing and any additional extension period that may be granted by the Panel. The Nasdaq Listing Rules authorize the Panel to grant an extension of up to 180 days from the date of the Determination Letter.

Vision Marine remains committed to taking all necessary steps to achieve compliance with Nasdaq's requirements and will continue to provide updates on the status of the listing as they become available.

The Company additionally announced today that it has commenced an exchange offer (the "Exchange") relating to its outstanding private placement of Series A Convertible Preferred Shares and warrants issued by the Company on December 21, 2023 (the "Warrants"). The purpose of the Exchange is to simplify the Company's capital structure and reduce the potential dilutive impact of the Warrants.

The Company is offering to all holders of the Warrants the opportunity to receive twice the number of warrant shares equal to shares of the Company's common shares, no par value per share (the "Shares") and a number of pre-funded common share warrants of the Company in exchange for each outstanding Warrant tendered by the Warrant holder and exchanged pursuant to the Exchange. Pursuant to the Exchange, the Company is offering up to an aggregate of 5,650,284 common shares in exchange for the Warrants.

For further information, please refer to the Company's Report on Form 6-K filed on August 16, 2024, which includes a copy of this press release as Exhibit 99.1.

About Vision Marine Technologies Inc.

Vision Marine Technologies Inc. (NASDAQ: VMAR) epitomizes the marine industry's shift towards electric propulsion, offering the pioneering E-Motion™ outboard powertrain system. This innovative technology represents a significant leap forward in marine propulsion, combining advanced battery packs, inverters, and high-efficiency motors with proprietary software and assembly techniques. Vision Marine's commitment to eco-friendly electric powerboats is reshaping the recreational boating experience, offering higher speeds, longer ranges, and smoother rides than traditional internal combustion engine boats. With a focus on design, innovation, and craftsmanship, Vision Marine continues to redefine recreational boating for a more sustainable future.

Forward-Looking Statements

This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Vision Marine's Annual Report on Form 20-F for the year ended August 31, 2023, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. Vision Marine does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, as required by law.

Investor and Company Contact:

Bruce Nurse
(303) 919-2913
bn@v-mti.com

SOURCE: Vision Marine Technologies Inc

View the original press release on accesswire.com

FAQ

What is the ratio of Vision Marine Technologies' (VMAR) reverse stock split?

Vision Marine Technologies (VMAR) has announced a 15-for-1 reverse stock split, effective August 22, 2024.

Why is Vision Marine Technologies (VMAR) conducting a reverse stock split?

VMAR is conducting the reverse stock split primarily to increase its per-share market price and regain compliance with Nasdaq's minimum $1.00 bid price requirement.

When did Vision Marine Technologies (VMAR) receive the Nasdaq staff determination letter?

Vision Marine Technologies (VMAR) received the Nasdaq staff determination letter on August 15, 2024, indicating non-compliance with the minimum bid price requirement.

What is the purpose of Vision Marine Technologies' (VMAR) warrant exchange offer?

The purpose of VMAR's warrant exchange offer is to simplify the company's capital structure and reduce the potential dilutive impact of the outstanding warrants.