Steel Connect, Inc. Announces Reverse/Forward Stock Split
08 June 2023 - 6:15AM
Business Wire
Steel Connect, Inc. (Nasdaq: STCN), a Delaware corporation and
holding company (the “Company” or “Steel Connect”), announced today
that it will effect a 1-for-3,500 reverse stock split (“Reverse
Stock Split”) of its common stock, par value $0.01 per share (the
“Company Common Stock”), followed immediately by a 375-for-1
forward stock split of the Company Common Stock (the “Forward Stock
Split,” and, together with the Reverse Stock Split, the
“Reverse/Forward Stock Split”). The Company Common Stock will
continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the
existing symbol “STCN” and will begin trading on a split-adjusted
basis when the market opens on June 22, 2023. The new CUSIP number
for the Common Stock following the Reverse/Forward Stock Split will
be 858098205.
At the Company’s Special Meeting of Stockholders held on June 6,
2023, the Company’s stockholders approved the proposal to authorize
the Reverse/Forward Stock Split. On June 21, 2023, the Company will
file a certificate of amendment to its restated certificate of
incorporation to effect the Reverse Stock Split, followed
immediately followed by the filing of a certificate of amendment to
its restated certificate of incorporation to effect the Forward
Stock Split.
No fractional shares will be issued in connection with the
Reverse/Forward Stock Split. Instead, the Company will pay cash
(without interest) to any stockholder who would be entitled to
receive a fractional share as a result of the Reverse/Forward Stock
Split. Stockholders who hold fewer than 3,500 shares immediately
prior to the Reverse Stock Split will be paid in cash (without
interest) an amount equal to such number of shares of Company
Common Stock held multiplied by the average of the closing sales
prices of the Company Common Stock on Nasdaq for the five
consecutive trading days immediately preceding the effective date
of the Reverse Stock Split. Any remaining stockholders who would
have been entitled to receive fractions of a share as a result of
the Reverse/Forward Stock Split will be paid in cash (without
interest) an amount equal to such fractions multiplied by the
average of the closing sales prices of the Company Common Stock on
Nasdaq for the five consecutive trading days immediately preceding
the effective date of the Reverse/Forward Stock Split (with such
average closing sales prices being adjusted to give effect to the
Reverse/Forward Stock Split).
The number of shares of authorized Company Common Stock will not
change as a result of the Reverse/Forward Stock Split; however, the
number of shares of outstanding Company Common Stock will decrease
as a result of the Reverse/Forward Stock Split. On a net basis, the
Reverse/Forward Stock Split results in an approximate 1-for-9.333
reverse stock split.
The Company’s transfer agent, American Stock Transfer &
Trust Company, LLC, will serve as exchange and paying agent for the
Reverse/Forward Stock Split. Registered stockholders holding
pre-split shares of the Company Common Stock electronically in
book-entry form are not required to take any action to receive
post-split shares. Stockholders owning shares via a broker, bank,
trust or other nominee will have their positions automatically
adjusted to reflect the Reverse/Forward Stock Split, subject to
such broker’s particular processes, and will not be required to
take any action in connection with the Reverse/Forward Stock
Split.
About Steel Connect, Inc.
Steel Connect, Inc. is a holding company with a wholly owned
subsidiary, ModusLink Corporation, which serves the supply chain
management markets.
Forward-Looking Statements
The information contained herein may contain “forward-looking
statements.” Forward-looking statements reflect the current view
about future events. When used in this press release, the words
“anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan,” or the negative of these terms and similar expressions, as
they relate to us or our management, identify forward-looking
statements. Such statements include, but are not limited to,
statements contained in this press release relating to the view of
management of the Company concerning its business strategy, future
operating results and liquidity and capital resources outlook.
Forward-looking statements are based on the Company’s current
expectations and assumptions regarding its business, the economy
and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict.
The Company’s actual results may differ materially from those
contemplated by the forward-looking statements. They are neither
statements of historical fact nor guarantees of assurance of future
performance. We caution you therefore against relying on any of
these forward-looking statements. Factors or events that could
cause the Company’s actual results to differ may emerge from time
to time, and it is not possible for the Company to predict all of
them. The Company cannot guarantee future results, levels of
activity, performance, or achievements. Except as required by
applicable law, including the securities laws of the United States,
the Company does not intend to update any of the forward-looking
statements. References and links to websites have been provided as
a convenience, and the information contained on such websites is
not incorporated by reference into this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20230607005823/en/
Jennifer Golembeske 212-520-2300
Steel Connect (NASDAQ:STCN)
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