Inspirato Incorporated (“Inspirato”) (NASDAQ: ISPO), the innovative
luxury travel subscription brand, today announced that it will
effect a reverse stock split of its Class A common stock, Class B
Non-Voting common stock and Class V common stock (collectively,
“Common Stock”) at a ratio of 1-for-20, effective as of the close
of trading on October 16, 2023 (the “Effective Time”). The reverse
stock split is being conducted in order to regain compliance with
the minimum $1.00 bid price per share requirement of Nasdaq’s
Marketplace Rule 5450(a)(1). The Company’s Class A Common Stock is
expected to begin trading on a reverse-split-adjusted basis on
Nasdaq as of the open of trading on October 17, 2023 under the
existing ticker symbol “ISPO.”
The Company’s stockholders previously approved a proposal to
allow the Board of Directors, in its discretion, to effect a
reverse stock split, determine the final reverse stock split ratio
and to determine when to proceed with the reverse stock split at
its Special Meeting of Stockholders on September 26, 2023.
The CUSIP number for the Company’s Class A Common Stock will
change to 45791E206 following the reverse stock split. The CUSIP
number for the Company’s publicly traded warrants will not
change.
No fractional shares of Common Stock will be issued in
connection with the reverse stock split. Holders of Common Stock
who would otherwise receive a fractional share of Common Stock
pursuant to the reverse stock split will receive cash in lieu of
the fractional share, with reference to the closing trading price
of the Company’s Class A Common Stock on the trading day
immediately preceding the Effective Time (as adjusted to give
effect to the reverse stock split), without interest.
The reverse stock split has no effect on the par value of the
Company's Common Stock. The total number of shares of Class A
common stock that the Company will be authorized to issue will be
reduced from 1,000,000,000 to 50,000,000, the total number of
shares of Class B Non-Voting common stock that the Company will be
authorized to issue will be reduced from 100,000,000 to 5,000,000,
the total number of shares of Class V common stock that the Company
will be authorized to issue will be reduced from 500,000,000 to
25,000,000 and the total number of shares of preferred stock that
the Company will be authorized to issue will be reduced from
100,000,000 to 5,000,000. Immediately after the reverse stock
split, each stockholder's percentage ownership interest in the
Company and proportional voting power will remain unchanged, except
for minor changes that will result from the treatment of fractional
shares.
As of the Effective Time, proportional adjustments will also be
made to the number of shares of Class A common stock issuable upon
the exercise of the Company’s outstanding warrants and stock
options and the number of shares issuable pursuant to outstanding
restricted stock units, and the number of shares authorized and
reserved for issuance pursuant to the Company’s equity incentive
and employee stock purchase plans. The exercise prices and stock
price targets of outstanding stock options, warrants, and equity
awards will also be proportionately adjusted, as applicable.
Accordingly, with respect to the Company’s publicly traded warrants
trading under the symbol “ISPOW,” every 20 warrants outstanding
immediately prior to the reverse stock split will be exercisable
for one share of Class A common stock at an exercise price of
$230.00 per share, which is 20 times $11.50, the current exercise
price per share.
The Computershare, Inc., will serve as the exchange agent for
the reverse stock split. Registered stockholders holding
pre-reverse-split shares of the Company’s Common Stock
electronically in book-entry form are not required to take any
action to receive post-reverse-split shares. Those stockholders who
hold their shares in brokerage accounts or in “street name” will
have their positions automatically adjusted to reflect the reverse
stock split, subject to each brokers’ particular processes, and
will not be required to take any action in connection with the
reverse stock split. The exchange agent will contact any holders of
certificated shares of Common Stock regarding the procedures to
exchange such certificated shares.Additional information about the
reverse stock split can be found in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on
September 7, 2023, a copy of which is available at www.sec.gov.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the future effective date and
intended effects of the reverse stock split, including whether the
reverse stock split will increase the price, marketability,
liquidity, and investor appeal of the Company’s Class A common
stock and the Company’s ability to maintain the listing of its
Class A common stock on Nasdaq. Generally, statements that are not
historical facts, including statements concerning possible or
assumed future actions, business strategies, events, or results of
operations, are forward-looking statements. These statements may be
preceded by, followed by, or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“aim,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,”
“intends” or “continue” or similar expressions.
Forward-looking statements involve risks and uncertainties that
may cause actual events, results, or performance to differ
materially from those indicated by such statements. These
forward-looking statements are based on Inspirato management’s
current expectations and beliefs, as well as assumptions concerning
future events. However, there can be no assurance that the events,
results, or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and Inspirato is not under any
obligation and expressly disclaims any obligation to update, alter,
or otherwise revise any forward-looking statement, whether as a
result of new information, future events, or otherwise, except as
required by law.
Readers should carefully review the statements set forth in the
reports which Inspirato has filed or will file from time to time
with the Securities and Exchange Commission (the “SEC”), in
particular the risks and uncertainties set forth in Inspirato’s
definitive proxy statement filed with the SEC on September 7, 2023
under the heading “Certain Risks Associated with a Reverse Stock
Split” and the sections of its SEC reports entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements,” for a
description of risks that could cause actual events, results or
performance to differ from those indicated in the forward-looking
statements contained herein. The documents filed by Inspirato with
the SEC may be obtained free of charge at the SEC’s website at
www.sec.gov.
About Inspirato
Inspirato (NASDAQ: ISPO) is a luxury travel subscription company
that provides exclusive access to a managed and controlled
portfolio of curated vacation options, delivered through an
innovative model designed to ensure the service, certainty, and
value that discerning customers demand. The Inspirato portfolio
includes branded luxury vacation homes, accommodations at five-star
hotel and resort partners, and custom travel experiences. For more
information, visit www.inspirato.com and follow @inspirato on
Instagram, Facebook, Twitter, and LinkedIn.
Inspirato Contacts:
Investor Relations: ir@inspirato.com
Media Relations: communications@inspirato.com
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