Nukkleus Announces Reverse Stock Split Shares Will Begin Trading on a Split-Adjusted Basis on October 24, 2024
22 Outubro 2024 - 9:00AM
Nukkleus, Inc. (NASDAQ: NUKK), a FinTech and financial
services company, today announced that it will effect a 1-for-8
reverse split of the issued shares of its common stock, effective
at 12:01 a.m. Eastern Time on October 24, 2024. The
Company's common stock will begin trading on a reverse stock
split-adjusted basis at the opening of the market on Thursday,
October 24, 2024. Following the reverse stock split, the Company’s
common stock will continue to trade on The Nasdaq Global Market
under the symbol “NUKK” with the new CUSIP number 67054R203.
Nukkleus is implementing the reverse stock split
with the objective of regaining compliance with
the $1.00 minimum bid price requirement for continued
listing on The Nasdaq Capital Market. The Company has
until November 4, 2024 to demonstrate compliance with
this requirement. To demonstrate compliance, the closing bid price
of Nukkleus’ common stock must be at least $1.00 per
share for a minimum of ten consecutive business days. The Company
filed a Certificate of Amendment to its Amended and Restated
Certificate of Incorporation with the Secretary of State of
the State of Delaware to effect the reverse stock
split.
As a result of the reverse stock split, every
eight (8) shares of the Company’s common stock issued and
outstanding or held by the Company in treasury stock will
automatically be combined and reclassified into one share of common
stock. No fractional shares will be issued as a result of the
reverse stock split. Stockholders who would otherwise be entitled
to receive a fractional share will receive an additional fraction
of a share of common stock to round up to the next whole share. The
reverse stock split will affect all stockholders uniformly and will
not alter any stockholder’s percentage ownership interest or any
stockholder’s proportionate voting power, except for immaterial
adjustments that may result from the treatment of fractional
shares. There will be no change in the number of authorized shares
of common stock or the par value per share of the common stock as a
result of the reverse stock split. Separately, at the annual
meeting held on October 11, 2024, the Company’s shareholders voted
to increase the authorized shares of common stock from 40 million
to 150 million.
The reverse stock split will reduce the number
of issued and outstanding shares of the Company’s common stock from
approximately 16.9 million shares to approximately 2.1 million
shares.
The number of shares available for issuance
under the Company’s equity incentive plans and the number of shares
issuable pursuant to each outstanding equity award immediately
prior to the reverse stock split will be reduced proportionately at
the same ratio as the reverse stock split, and the exercise price
for each outstanding stock option will be increased in inverse
proportion to the reverse stock split ratio.
The combination of, and reduction in, the issued
shares of common stock as a result of the reverse stock split will
occur automatically at the effective time of the reverse stock
split without any additional action on the part of the Company’s
stockholders. The Company's transfer agent, Continental Stock
Transfer & Trust Company (“Continental”), is acting as the
exchange agent for the reverse stock split and will provide
instructions to stockholders of record holding shares in
certificated form regarding the process for exchanging their stock
certificates. In addition, Continental will send stockholders of
record holding their shares electronically in book-entry form a
transaction statement indicating the number of shares of common
stock such stockholders hold after the reverse stock split.
Stockholders who hold their shares through a broker, bank, or other
nominee will have their positions adjusted to reflect the reverse
stock split, subject to their broker, bank, or other nominee’s
particular processes, and will not be required to take any action
in connection with the reverse stock split.
Additional information regarding the reverse
stock split can be found in the Company’s definitive proxy
statement for the special meeting of stockholders of the Company
held on October 11, 2024, which was filed with the U.S.
Securities and Exchange Commission on September 30, 2024,
a copy of which is available at www.sec.gov and on the
Company's website.
About Nukkleus, Inc.
Nukkleus, Inc. (NASDAQ: NUKK) is a FinTech
company. For more information, please visit
https://www.nukk.com.
Forward-Looking Statements
This press release contains forward-looking
statements. All statements other than statements of historical
facts are “forward-looking statements” within the meaning of
federal securities laws. In some cases, you can identify
forward-looking statements by terminology such as “will,” “would,”
“expect,” “intend,” “plan,” “objective,” or comparable terminology
referencing future events, conditions or circumstances, or the
negative of such terms. Forward-looking statements in this press
release include, without limitation, statements about the results,
timing and completion of the reverse stock split and the potential
effect of the reverse stock split on the Company’s ability to
regain compliance with the minimum bid price requirement for
continued listing on The Nasdaq Global Market. Although Nukkleus
believes that it has a reasonable basis for the forward-looking
statements contained in this press release, they are based on
management’s current beliefs and expectations about future events
and circumstances and are subject to risks and uncertainties, all
of which are difficult to predict and many of which are beyond the
Company’s control. These risk factors include, without limitation,
the risk that the Certificate of Amendment to the Company’s Amended
and Restated Certificate of Incorporation may not be timely
submitted to or processed for filing by the Secretary of State of
the State of Delaware, the risk that The Nasdaq Stock
Market LLC may not process the reverse stock split on the
expected timeline, the potential for Nasdaq to halt trading in the
Company’s common stock, and the risk that after the reverse stock
split the closing bid price of the Company’s common stock is not at
least $1.00 per share for a minimum of ten consecutive
business days. These and other risk factors described under “Risk
Factors” in Nukkleus’ most recently filed annual report on Form
10-K, as updated from time to time in Fluent’s quarterly reports on
Form 10-Q and other filings with the Securities and Exchange
Commission, may cause actual results, performance or achievements
to differ materially from those expressed or implied by
forward-looking statements in this press release. You are cautioned
not to place undue reliance on forward-looking statements, which
speak only as of the date on which they were made. Nukkleus
undertakes no obligation to update any forward-looking statement
contained in this press release to reflect events that occur or
circumstances that exist after the date of this press release,
except as required by law.
Contact Information:
Investor RelationsNukkleus, Inc.m@nukk.com
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