Leafly Announces 1-for-20 Reverse Stock Split
11 Setembro 2023 - 1:55PM
Business Wire
Leafly Holdings, Inc. (“Leafly” or the “Company”) (NASDAQ:
LFLY), a leading online cannabis discovery marketplace and resource
for cannabis consumers, today announced it has effected a 1-for-20
reverse stock split (the “Reverse Stock Split”) of its common
stock, par value $0.0001 (the “Common Stock”) that will become
effective on September 12, 2023, at 12:01 a.m. Eastern Time.
Leafly’s Common Stock will continue trading on The Nasdaq Capital
Market (“Nasdaq”) under its existing symbol “LFLY” and will begin
trading on a split-adjusted basis when the market opens on
September 12, 2023. The new CUSIP number for the Common Stock
following the Reverse Stock Split will be 52178J303. The Company’s
public warrants will continue trading on Nasdaq under the existing
symbol “LFLYW.”
The Reverse Stock Split was approved by the Company’s
stockholders at the Company’s Annual Meeting of Stockholders on
July 12, 2023. The Company’s Board of Directors approved a 1-for-20
reverse split ratio on August 16, 2023, and on September 8, 2023,
the Company filed a Certificate of Amendment to its Second Amended
and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware to effect the Reverse Stock Split
effective September 12, 2023.
As a result of the Reverse Stock Split, every twenty (20) shares
of Common Stock issued and outstanding will be automatically
combined and converted into one (1) issued and outstanding share of
Common Stock. Proportional adjustments also will be made to
outstanding equity awards, warrants and convertible notes. The
Reverse Stock Split will not change the par value of the Common
Stock nor the authorized number of shares of Common Stock.
No fractional shares of Common Stock will be issued in
connection with the Reverse Stock Split. Stockholders that would
hold a fractional share of Common Stock as a result of the Reverse
Stock Split will have such fractional shares of Common Stock
rounded up to the nearest whole share of Common Stock. The Reverse
Stock Split will affect all stockholders uniformly and will not
alter any stockholder’s percentage interest in the Company’s equity
(other than as a result of rounding of shares to the nearest whole
share in lieu of issuing fractional shares).
The primary goal of the Reverse Stock Split is to bring the
Company into compliance with the minimum bid price requirement for
maintaining the listing of its Common Stock on Nasdaq. There is no
guarantee the Company will meet the minimum bid price
requirement.
The Company’s transfer agent, Continental Stock Transfer &
Trust Company, will serve as exchange agent for the Reverse Stock
Split. Registered stockholders holding pre-split shares of the
Company’s Common Stock electronically in book-entry form are not
required to take any action to receive post-split shares.
Stockholders owning shares via a broker, bank, trust or other
nominee will have their positions automatically adjusted to reflect
the Reverse Stock Split, subject to such broker’s particular
processes, and will not be required to take any action in
connection with the Reverse Stock Split.
About Leafly
Leafly helps millions of people discover cannabis each year. Our
powerful tools help shoppers make informed purchasing decisions and
empower cannabis businesses to attract and retain loyal customers
through advertising and technology services. Learn more at
Leafly.com or download the Leafly mobile app through Apple’s App
Store or Google Play.
Cautionary Statement Regarding Forward Looking
Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws, including statements
regarding expected compliance with Nasdaq listing rules.
Forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “forecast,” “opportunity,” “outlook,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions (including the negative
versions of such words or expressions). Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions as of
the date of this release and, as a result, are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in such forward-looking statements.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this press
release, including but not limited to the Reverse Stock Split not
increasing the market price of our Common Stock sufficient to meet
Nasdaq’s minimum bid price requirement and the other risks and
uncertainties described in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the year ended December
31, 2022, as updated in the “Risk Factors” sections of the
Company’s Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2023 and June 30, 2023, and in the other documents filed
by the Company from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Leafly assumes no obligation and, except as
required by law, does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Leafly does not give any assurance
that it will achieve its expectations.
Source: Leafly Holdings, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20230911047523/en/
Media Josh deBerge josh.deberge@leafly.com
206-445-9387
Investors Stacie Clements IR@leafly.com
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