Offerpad Announces Reverse Stock Split
08 Juni 2023 - 10:10PM
Business Wire
Offerpad Solutions Inc. (“Offerpad” or the “Company”) (NYSE:
OPAD), a leading tech-enabled platform for residential real estate,
announced today that it will effect a 1-for-15 reverse stock split
(the “Reverse Stock Split”) of its Class A common stock, par value
$0.0001 per share (“Class A Common Stock”), and Class B common
stock, par value $0.0001 per share (together with the Class A
Common Stock, “Common Stock”), that will become effective at 5:00
p.m. Eastern Time on June 12, 2023 (the “Effective Time”).
The Company expects that its Class A Common Stock will open for
trading on the New York Stock Exchange (“NYSE”) on a reverse
split-adjusted basis on June 13, 2023 under the existing trading
symbol “OPAD”. The new CUSIP number for the Class A Common Stock
following the Reverse Stock Split will be 67623L 307. The Company’s
publicly traded warrants will continue to be traded on the NYSE
under the symbol “OPADWS” and the CUSIP number for the warrants
will remain unchanged. However, under the terms of the applicable
warrant agreement, the number of shares of Class A Common Stock
issuable on exercise of each warrant will be proportionately
decreased. Specifically, following effectiveness of the Reverse
Stock Split, every 15 shares of Class A Common Stock that may be
purchased pursuant to the exercise of public warrants now
represents one share of Class A Common Stock that may be purchased
pursuant to such warrants. Accordingly, for the Company’s warrants
trading under the symbol “OPADWS”, every 15 warrants will be
exercisable for one share of Class A Common Stock at an exercise
price of $172.50 per share of Class A Common Stock.
The Reverse Stock Split was approved by the Company’s
stockholders at its 2023 Annual Meeting of Stockholders, held on
June 8, 2023 with the final ratio determined by the Company’s board
of directors. The Company will file an amendment to its Third
Restated Certificate of Incorporation to implement the Reverse
Stock Split as of the Effective Time. The Reverse Stock Split is
intended to, among other things, increase the per share trading
price of the Class A Common Stock to satisfy the price requirements
for continued listing on the NYSE.
At the Effective Time of the Reverse Stock Split, every 15
shares of Common Stock outstanding and held of record by each
stockholder of the Company, including treasury shares, will be
automatically reclassified into one new share of Common Stock. As a
result of the Reverse Stock Split, proportionate adjustments will
be made to the number of shares of Common Stock underlying
Offerpad’s outstanding equity awards and the number of shares
issuable under Offerpad’s equity incentive plans and existing
agreements, as well as the exercise price and/or any stock price
goals, as applicable.
The Reverse Stock Split will affect all stockholders uniformly
and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the Reverse Stock Split
results in some stockholders receiving cash in lieu of fractional
shares. No fractional shares will be issued in connection with the
Reverse Stock Split. Instead, each stockholder will be entitled to
receive a cash payment in lieu thereof at a price equal to the
fraction of one share to which the stockholder would otherwise be
entitled multiplied by the closing price per share of Class A
Common Stock on the NYSE on June 12, 2023. The terms of Offerpad’s
outstanding warrants do not permit issuance of fractional shares
upon exercise of such warrants. Instead, the number of shares
issuable shall be rounded down upon exercise of the warrants.
Continental Stock Transfer & Trust Company is acting as
transfer and exchange agent for the Reverse Stock Split. Registered
stockholders who hold shares of Common Stock are not required to
take any action to receive post-reverse 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.
Additional information regarding the Reverse Stock Split can be
found in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on April 24, 2023 (the “Proxy
Statement”), which is available on the SEC’s website at www.sec.gov
and on the Company’s website at https://investor.offerpad.com.
About Offerpad
Offerpad’s mission is to deliver the best home buying and
selling experience. From cash offers and flexible listing options
to mortgages and buyer services, Offerpad has been helping
homeowners since 2015. We pair our local expertise in residential
real estate with proprietary technology to put you in control of
the process and help find the right solution that fits your needs.
Visit Offerpad.com for more information.
#OPAD_IR
Forward-Looking Statements
Certain statements in this press release may be considered
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or Offerpad’s future
financial or operating performance. For example, statements
regarding the Reverse Stock Split and timing thereof and Offerpad’s
intention with respect to compliance with the price requirements
for maintaining its listing on the NYSE are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “pro forma,” “may,” “should,”
“could,” “might,” “plan,” “possible,” “project,” “strive,”
“budget,” “forecast,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “potential” or “continue,” or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other important factors that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. Factors that may impact such
forward-looking statements include, but are not limited to, market
conditions and their impact on Offerpad’s trading price on the
NYSE; and other factors discussed in the Proxy Statement. These and
other important factors discussed under the caption "Risk Factors"
in Offerpad’s Annual Report on Form 10-K for the year ended
December 31, 2022 filed with the Securities and Exchange Commission
on February 28, 2023, and Offerpad’s other reports filed with the
Securities and Exchange Commission could cause actual results to
differ materially from those indicated by the forward-looking
statements made in this press release. These forward-looking
statements are based upon estimates and assumptions that, while
considered reasonable by Offerpad and its management, are
inherently uncertain. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Offerpad
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20230608005702/en/
Investors Stefanie Layton Investors@offerpad.com
Media Press@Offerpad.com
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