ADDvantage Technologies Group, Inc. Completes 1-for-10 Reverse Stock Split as Part of Nasdaq Compliance Plan
16 November 2023 - 11:28PM
ADDvantage Technologies Group, Inc. (NASDAQ: AEY) (“ADDvantage
Technologies” or the “Company”) today announced that on November
16, 2023, ADDvantage Technologies Group, Inc. effected a one-for-10
(1:10) reverse stock split of all issued and outstanding shares of
the Company’s common stock, par value $0.01 per share (the “Common
Stock”) effective as of 12:01 a.m. Eastern Time on November 16,
2023 (the “Reverse Stock Split”), vide a Certificate of Amendment
to the Certificate of Incorporation of ADDvantage Technologies
Group, Inc. (the “Certificate of Amendment”) filed with the
Secretary of State of Oklahoma on November 16, 2023, and deemed
effective on November 16, 2023 at 12:01 a.m. Eastern Time. The
Reverse Stock Split was intended to bring the Company into
compliance with the $1.00 minimum bid price requirement for
continued listing on the NASDAQ Capital Market, as required by
Nasdaq Listing Rule 5550(a)(2).
As previously disclosed, at the Company’s Annual
Meeting of Stockholders held on September 22, 2023 (the “Annual
Meeting”), the Company’s stockholders approved of a proposal (the
“Proposal”) authorizing an amendment to the Company’s Certificate
of Incorporation, if necessary, to effect a reverse stock split of
all issued and outstanding shares of the Common Stock at an
exchange ratio ranging from one-for-ten (1:10) to one-for-two
(1:2), with such reverse stock split to be effected at an exchange
ratio and at such a date and time, if at all, as determined by the
Chief Executive Officer of the Company (the “CEO”) in its sole
discretion.
As a result of the Reverse Stock Split, every
ten (10) shares of issued and outstanding Common Stock were
combined into one (1) validly issued, fully paid and non-assessable
share of Common Stock. The Reverse Stock Split uniformly affected
all issued and outstanding shares of Common Stock and did not alter
any stockholder's percentage ownership interest in the Company,
except to the extent that the Reverse Stock Split resulted in the
fractional interests. No fractional shares will be or have been
issued in connection with the Reverse Stock Split. Stockholders who
otherwise would have been entitled to receive fractional shares of
Common Stock will receive an amount in cash (without interest or
deduction) equal to the fraction of one share to which such
stockholder would otherwise be entitled multiplied by $2.60,
representing the closing price of Common Stock on the Nasdaq Stock
Market on the first business day immediately preceding the
effective date of the Reverse Stock Split and the inverse of the
Reverse Stock Split ratio. Proportional adjustments have also been
made to the Company’s outstanding warrants, stock options, and
convertible securities, as well as to the reserves shares to
reflect the Reverse Stock Split, in each case, in accordance with
the terms thereof.
The Reverse Stock Split has reduced the number
of shares of Common Stock issued and outstanding from the earlier
14,947,078 to 1,494,707 shares of Common Stock. The number of
authorized shares of Common Stock have not been changed by the
Reverse Stock Split.
The Company’s transfer agent, Continental Stock
Transfer and Trust Company (“Continental”), has acted as the
exchange agent for the reverse stock split. Instructions regarding
the exchange of stock certificates, as applicable, are being
provided to stockholders of record by Continental. Stockholders who
hold their shares in brokerage accounts or “street name” are not
required to take any action to effect the exchange of their
shares.
The Common Stock started trading on a
split-adjusted basis on the NASDAQ Capital Market at the market
open on November 16, 2023. The trading symbol for the Common Stock
will remain “AEY.” Following the Reverse Stock Split, the CUSIP for
the Company’s Common Stock is 006743 405.
About ADDvantage Technologies Group,
Inc.ADDvantage Technologies Group, Inc. (Nasdaq: AEY) is a
communications infrastructure services and equipment provider
operating a diversified group of companies through its Wireless
Infrastructure Services and Telecommunications segments. Through
its Wireless segment, Fulton Technologies provides turn-key
wireless infrastructure services including the installation,
modification and upgrading of equipment on communication towers and
small cell sites for wireless carriers, national integrators, tower
owners and major equipment manufacturers. Through its
Telecommunications segment, Nave Communications and Triton Datacom
sell equipment and hardware used to acquire, distribute, and
protect the communications signals carried on fiber optic, coaxial
cable and wireless distribution systems. The Telecommunications
segment also offers repair services focused on telecommunication
equipment and recycling surplus and related obsolete
telecommunications equipment.
ADDvantage operates through its subsidiaries,
Fulton Technologies, Nave Communications, and Triton Datacom. For
more information, please visit the corporate website
at www.addvantagetechnologies.com.
Forward-Looking Statements.This
Current Report on Form 8-K includes forward-looking statements.
These statements are made under the “safe harbor” provisions of the
U.S. Private Securities Litigation Reform Act of 1995. These
statements may be identified by words such as “intends”, “expects,”
“may”, “will”, and “would”, or the negative of such terms, or other
comparable terminology, and include statements about the Reverse
Stock Split and the impact, if any, of the Reverse Stock Split on
the Company and the trading price of the Common Stock.
Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties, which could
cause actual results to differ materially from the forward-looking
statements contained herein due to many factors. These
forward-looking statements and such risks, uncertainties and other
factors speak only as of the date of this Current Report on Form
8-K, and the Company expressly disclaims any obligation or
undertaking to update or revise any forward-looking statement
contained herein, or to reflect any change in our expectations with
regard thereto or any other change in events, conditions or
circumstances on which any such statement is based, except to the
extent otherwise required by applicable law.
For further information:Hayden IRBrett Maas(646)
536-7331aey@haydenir.com
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