Virgin Galactic to Effect a Reverse Stock Split
12 Junho 2024 - 5:31PM
Business Wire
SPCE common stock expected to begin trading on
a 1-for-20 split adjusted basis on June 17, 2024
Virgin Galactic Holdings, Inc. (NYSE: SPCE) (“Virgin Galactic”
or the “Company”) today announced that its Board of Directors has
approved a 1-for-20 reverse stock split of the Company’s common
stock. The reverse stock split is expected to become effective at
5:00 p.m. Eastern Time on June 14, 2024, after close of trading on
the New York Stock Exchange (“NYSE”). The Company’s common stock is
expected to commence trading on a split-adjusted basis when the
market opens on June 17, 2024 under the existing trading symbol
“SPCE.” The new CUSIP number for the Company’s common stock
following the reverse stock split will be 92766K 403.
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.
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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
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