Grove Collaborative Holdings, Inc. (NYSE: GROV) (“Grove” or “the
Company”), a leading sustainable consumer products company and
Certified B Corp, today announced that its Board of Directors
approved a reverse stock split of the Company’s common stock at a
1-for-5 ratio. On May 24, 2023, the Company’s stockholders approved
a reverse stock split of the Company’s common stock using a split
ratio of not less than 1-for-5 and not more than 1-for-25, with the
final determination of a ratio within the split ratio range to be
approved by the Company’s Board of Directors.
The reverse stock split is expected to be effective after market
close on June 5, 2023 (the Effective Time). The Company’s common
stock will begin trading on a split-adjusted basis on The New York
Stock Exchange (NYSE) when the market opens on June 6, 2023.
At the Effective Time, every five issued and outstanding shares
of the Company’s common stock will be converted into one share of
the Company’s common stock. Once effective, the reverse stock split
will reduce the number of shares of the Company’s class A common
stock issued and outstanding from approximately 129 million to
approximately 26 million, and the number of shares of the Company’s
class B common stock issued and outstanding from approximately 50
million to approximately 10 million. No fractional shares will be
issued in connection with the reverse stock split.
Stockholders who otherwise would be entitled to receive
fractional shares will instead receive a cash payment (without
interest) equal to the fractional share of post-reverse split
common stock to which such stockholder would otherwise be entitled
multiplied by the average of the closing sales prices of a share of
the Company’s class A common stock (as adjusted to give effect to
the reverse stock split) on the NYSE during regular trading hours
for each of the five consecutive trading days immediately preceding
the date of the Effective Time.
All outstanding public warrants to purchase the Company’s class
A common stock will be proportionately adjusted as a result of the
reverse stock split in accordance with the terms of the warrants,
such that every five shares of the Company’s class A common stock
that may be purchased pursuant to the public warrants immediately
prior to the reverse stock split now represent one share of the
Company’s class A common stock that may be purchased pursuant to
such warrants immediately following the reverse stock split.
Correspondingly, the exercise price per share of the Company’s
class A common stock attributable to such warrants immediately
prior to the reverse stock split has been proportionately
increased, such that the exercise price per share of the Company’s
class A common stock attributable to such warrants immediately
following the reverse stock split is $57.50, which equals the
product of five multiplied by $11.50, the exercise price per share
immediately prior to the reverse stock split. The number of shares
of the Company’s class A common stock subject to the public
warrants will be decreased by five times, to an aggregate of
1,610,000 shares. Proportionate adjustments will be made to the
exercise prices, grant prices or purchase prices and the number of
shares underlying the Company’s outstanding equity awards, as
applicable, and private warrants exercisable for shares of the
Company’s common stock, as well as to the number of shares issuable
under the Company’s equity incentive plans, as determined by the
Compensation Committee of the Company’s Board of Directors and/or
in accordance with the terms of certain existing agreements, as
applicable.
Holders of the Company’s common stock held in book-entry form or
through a bank, broker or other nominee do not need to take any
action in connection with the reverse stock split. Stockholders of
record will be receiving information from Continental Stock
Transfer and Trust Company, the Company’s transfer agent, regarding
their stock ownership post-reverse stock split. All other questions
can be directed to the transfer agent, which can be reached at
(800) 509-5586.
The reverse stock split does not modify any rights or
preferences of the Company’s common stock. The reverse stock split
will not affect the number of authorized shares of the Company’s
common stock or the par value of the Company’s common stock. The
reverse stock split is intended to increase the market price per
share of the Company’s common stock to enhance the Company’s
ability to regain compliance with the NYSE minimum share price
listing rule for continued listing on the NYSE, and to improve the
marketability and liquidity of the Company’s common stock. The
Company will be deemed to have regained compliance with the NYSE’s
continued listing standards if the price of the Company’s class A
common stock remains above $1 per share for 30 trading days
following the Effective Time, or by as early as July 20, 2023.
The trading symbol for the Company’s class A common stock will
remain “GROV.” The new CUSIP number for the Company’s class A
common stock following the reverse stock split will be 39957D201.
The trading symbol and CUSIP number for the Company’s warrants will
remain unchanged.
Caution Concerning Forward-Looking
Statements
This press release contains "forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about our ability to attain the necessary stock price levels to
regain compliance with the NYSE continued listing standards or, if
achieved, to continue to satisfy the NYSE’s qualitative and
quantitative continued listing standards in the future, including
due to the company’s financial condition or results of operations,
market conditions or the market perception of the company’s
business, financial condition or results of operations; a
determination by the Company’s Board of Directors not to promptly
implement or to abandon the proposed reverse stock split in its
discretion; and other risks more fully described in the company’s
Definitive Proxy Statement on Schedule 14A filed with the SEC on
April 14, 2023. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking
statements. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking
statements contained in this press release are based on our current
expectations and beliefs made by our management in light of their
experience and their perception of historical trends, current
conditions and expected future developments and their potential
effects on the Company as well as other factors they believe are
appropriate in the circumstances. There can be no assurance that
future developments affecting the Company will be those that we
have anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond our control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements, including changes in domestic and
foreign business, market, financial, political and legal
conditions; risks relating to the uncertainty of the projected
financial information with respect to Grove; Grove’s ability to
successfully expand its business; competition; the uncertain
effects of the COVID-19 pandemic; risks relating to growing
inflation and rising interest rates; and those factors discussed in
documents of Grove filed, or to be filed, with the U.S. Securities
and Exchange Commission (the “SEC”). Should one or more of these
risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements.
All forward-looking statements in this press release are made as of
the date hereof, based on information available to Grove as of the
date hereof, and Grove assumes no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
About Grove Collaborative Holdings,
Inc.
Launched in 2016 as a Certified B Corp, Grove Collaborative
Holdings, Inc. (NYSE: GROV) is transforming consumer products into
a positive force for human and environmental good. Driven by the
belief that sustainability is the only future, Grove creates and
curates more than 150 high-performing eco-friendly brands of
household cleaning, personal care, laundry, clean beauty, baby and
pet care products serving millions of households across the U.S.
each year. With a flexible monthly delivery model and access to
knowledgeable Grove Guides, Grove makes it easy for everyone to
build sustainable routines.
Every product Grove offers — from its flagship brand of
sustainably powerful home care essentials, Grove Co., plastic-free,
vegan personal care line, Peach Not Plastic, and zero-waste pet
care brand, Good Fur, to its exceptional third-party brands — has
been thoroughly vetted against Grove’s strict standards to be
beautifully effective, supportive of healthy habits, ethically
produced and cruelty-free. Grove is a public benefit corporation on
a mission to move Beyond Plastic™ and is available at select
retailers nationwide, making sustainable home care products even
more accessible. For more information, visit www.grove.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230525005839/en/
Investor Relations ir@grove.co
Media ICR Inc. GrovePR@icrinc.com
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