AEye, Inc. (“AEye” or the “Company”) (Nasdaq: LIDR), a global
leader in adaptive, high performance lidar solutions, today
announced that the Company’s Board of Directors (“Board”) has
approved a 1-for-30 reverse stock split (the “Reverse Stock Split”)
of its common stock, par value $0.0001 per share (the “Common
Stock”), that is expected to become effective on Tuesday, December
26, 2023 at 5:00 p.m. Eastern Time (the “Effective Time”). The
Common Stock will continue to trade on the Nasdaq Stock Market
(“Nasdaq”) under the symbol “LIDR” and will begin trading on a
split-adjusted basis commencing upon market open on December 27,
2023. The new CUSIP number for the Common Stock following the
Reverse Stock Split will be 008183204. The Company’s publicly
traded warrants will continue to be traded on the Nasdaq under the
symbol “LIDRW.” However, under the terms of the applicable warrant
agreement, the number of shares of Common Stock issuable on
exercise of each warrant will be proportionately decreased.
The Reverse Stock Split was approved by the Company’s
stockholders at the special meeting of stockholders held on
December 12, 2023, where the Company’s stockholders approved the
amendments to the Company’s Second Amended and Restated Certificate
of Incorporation, as amended (the “Charter”), to effect the Reverse
Stock Split at such reverse stock split ratio (in multiples of five
to one ratio between and including five and fifty) and granted the
Board the authority to determine the final reverse stock split
ratio and when to proceed with the Reverse Stock Split.
Subsequently, the Board approved the Reverse Stock Split and filing
of the amendment to the Charter to effect the Reverse Stock Split,
at the ratio of 1-for-30, as of the Effective Time. As a result of
the Reverse Stock Split, every 30 shares of Common Stock issued and
outstanding will be automatically combined into one share of Common
Stock and proportionate adjustments will be made to the number of
shares of Common Stock underlying the Company’s outstanding equity
awards, the public warrants trading on Nasdaq under the existing
symbol “LIDRW,” private warrants and the number of shares issuable
under its equity incentive plans and other existing agreements, as
well as the exercise or conversion price, as applicable. There will
be no change to the number of authorized shares or the par value
per share.
No fractional shares of common stock will be issued as a result
of the Reverse Stock Split. Instead, any stockholders who would
have been entitled to receive a fractional share as a result of the
Reverse Stock Split will receive cash payments in lieu of such
fractional shares.
“After evaluating alternatives, we determined that a reverse
stock split was the best course of action to bring the Company in
compliance with Nasdaq’s minimum bid price requirements, and our
stockholders agreed,” said Matt Fisch, AEye CEO. “We believe
remaining listed on Nasdaq gives us the liquidity and visibility
necessary to attract a broader segment of the investment community.
This strategic move is intended to remove the ambiguity around our
listing and put us in a stronger position to enhance stockholder
value as we execute against our automotive-first strategy.”
INFORMATION FOR LIDR STOCKHOLDERS
The Company has chosen its transfer agent, Broadridge Financial
Solutions, Inc., to act as exchange agent for the Reverse Stock
Split. Registered stockholders holding pre-split shares of Common
Stock electronically in book-entry form are not required to take
any action to receive post-split shares and/or any cash in lieu of
fractional shares (if applicable). Such stockholders will
automatically receive, either via email or at your address of
record, a transaction statement from our transfer agent indicating
the number of post-Reverse Stock Split shares held following the
implementation of the Reverse Stock Split.
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 and any cash in lieu of
fractional shares (as applicable) will be automatically issued to
such stockholders through their broker, subject to each brokers’
particular processes, and will not be required to take any action
in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split and the
related Charter amendment can be found in the Company’s definitive
proxy statement filed by the Company with the United States
Securities and Exchange Commission (the “SEC”) on October 31, 2023.
This document is publicly accessible on the SEC’s website at
www.sec.gov.
About AEye
AEye’s unique software-defined lidar solution enables advanced
driver-assistance, vehicle autonomy, smart infrastructure, and
logistics applications that save lives and propel the future of
transportation and mobility. AEye’s 4Sight™ Intelligent Sensing
Platform, with its adaptive sensor-based operating system, focuses
on what matters most: delivering faster, more accurate, and
reliable information. AEye’s 4Sight™ products, built on this
platform, are ideal for dynamic applications which require precise
measurement imaging to ensure safety and performance.
Forward-Looking
Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements within the meaning
of the federal securities laws, including “forward looking
statements” within the meaning of the safe harbor provisions under
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are sometimes accompanied by words such
as “believe,” “continue,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,”
“predict,” “plan,” “may,” “should,” “will,” “would,” “potential,”
“seem,” “seek,” “outlook,” and similar expressions that predict or
indicate future events or trends, or that are not statements of
historical matters. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Forward-looking statements
included in this press release include statements about 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
Common Stock and the Company’s ability to maintain the listing of
its Common Stock on Nasdaq, among others. These statements are
based on various assumptions, whether or not identified in this
press release. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by an investor as a guarantee, an assurance,
a prediction, or a definitive statement of fact or probability.
Actual events and circumstances are very difficult or impossible to
predict and will differ from the assumptions. Many actual events
and circumstances are beyond the control of AEye. Many factors
could cause actual future events to differ from the forward-looking
statements in this press release. You should carefully consider the
risks and uncertainties described in the “Risk Factors” section of
the periodic report that AEye has most recently filed with the SEC,
and other documents filed by us or that will be filed by us from
time to time with the SEC. These filings identify and address
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made.
Readers are cautioned not to put undue reliance on
forward-looking statements; AEye assumes no obligation and does not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. AEye gives no assurance that AEye will achieve any of
its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231222043610/en/
Jennifer Deitsch AEye, Inc. jennifer@aeye.ai 925-400-4366 Evan
Niu, CFA Financial Profiles, Inc. eniu@finprofiles.com
310-622-8243
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