Applied UV, Inc. (NasdaqCM: AUVI ) (“Applied UV” or the “Company”), a leading provider of patented, scientifically and clinically proven surface and air pathogen elimination and disinfection technologies (fixed, mobile, and HVAC), LED lighting products and premium hotel furnishings used by clients globally, announced today that it will effect a 1-for-5 reverse stock split (“Reverse Stock Split”) of its common stock, par value $0.0001 per share (“Common Stock”). Applied UV’s Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “AUVI” and will begin trading on a split-adjusted basis when the market opens on May 31, 2023. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 03828V402.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
At the Company’s Annual Meeting of Stockholders held on May 24, 2023, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock at a ratio within the range of 1-for-2 to 1-for-5 with the authority delegated to Mr. Max Munn, the Company’s Founder and Chief Executive Officer, to determine the exact reverse split ratio and when to file the Certificate of Amendment with the Secretary of State of Delaware. The Company’s Chief Executive Officer approved a 1-for-5 reverse split ratio and on May 30, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation to effect the Reverse Stock Split.
The 1-for-5 reverse stock split will automatically combine and convert five current shares of the Company’s Common Stock into one issued and outstanding new share of Common Stock. Proportional adjustments also will be made to outstanding equity awards, warrants and convertible notes, and to the number of shares issued and issuable under the Company’s stock incentive plans and certain existing agreements. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.
No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be converted into a right to receive cash in lieu of such fractional share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity.
The Company’s transfer agent, Vstock Transfer, LLC, will serve as exchange and paying 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.
