At the effective time of the Reverse Stock Split, every fifteen (15) shares of the Company’s issued and outstanding common stock will be automatically converted into one (1) issued and outstanding share of common stock without any change in the par value of $0.001 per share. This will reduce the Company’s number of shares of outstanding common stock from approximately 12.6 million shares to approximately 0.84 million shares. The total authorized number of shares will not be reduced. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise of the Company’s outstanding stock options, restricted stock units, and warrants, as well as the applicable exercise price. In addition, upon the effectiveness of the Reverse Stock Split, the conversion of the Company’s outstanding 6% convertible exchangeable preferred stock will be adjusted proportionally and automatically in accordance with the terms of the Company’s Certificate of the Powers, Designations, Preferences and Rights of the 6% Convertible Exchangeable Preferred Stock.
No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof at a price equal to that fractional share to which the stockholder would otherwise be entitled multiplied by the closing sale price of the common stock on The Nasdaq Capital Market, as adjusted for the Reverse Stock Split, on Monday, December 18, 2023. The Reverse Stock Split impacts all holders of the Company’s common stock proportionally and will not impact any stockholder’s percentage ownership of common stock (except to the extent the Reverse Stock Split results in any stockholder owning only a fractional share).
