BEASLEY BROADCAST GROUP INC NASDAQ DE false 0001099160 0001099160 2024-09-13 2024-09-13

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 13, 2024

 

 

BEASLEY BROADCAST GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   000-29253   65-0960915
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

3033 Riviera Drive, Suite 200, Naples, Florida 34103

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (239) 263-5000

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange
on which Registered

Class A Common Stock, par value $0.001 per share   BBGI   Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01.

Other Events

As previously disclosed, the Board of Directors (the “Board”) of Beasley Broadcast Group, Inc. (the “Company”) and the holders of a majority in voting power of the Company’s issued and outstanding shares of Class A Common Stock and Class B Common Stock (collectively, the “Common Stock”) approved and authorized an amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio of not less than 1-for-5 and no more than 1-for-20, with the final ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”).

On September 13, 2024, the Board approved a ratio of 1-for-20 as the final ratio for the Reverse Stock Split, and on September 19, 2024, the Company issued a press release announcing the Reverse Stock Split, including the final ratio of 1-for-20. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Reverse Stock Split is expected to become effective on September 23, 2024, at 11:59 p.m. ET (the “Effective Date”), with shares of Class A Common Stock to begin trading on a split-adjusted basis at market open on September 24, 2024 under the existing symbol “BBGI” and new CUSIP number 074014 200. In connection with the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding as of the Effective Date will be automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding as of the Effective Date will be automatically converted into one share of Class B Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, in lieu of any fractional shares, the Company will pay cash for each holder’s fractional shares in an amount equal to the closing sales price of the Company’s Class A Common Stock as reported on The Nasdaq Capital Market on the Effective Date.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.
  

Description

99.1    Press Release, dated September 19, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K that are “forward-looking statements” are based upon current expectations and assumptions, and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “intends,” “believes,” “expects,” “seek,” “will,” “should,” or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including, without limitation, statements regarding the timing and effectiveness of the Reverse Stock Split. Key risks are described in the Company’s reports filed with the Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including: the timing and effectiveness of the Reverse Stock Split; the continued listing of the Class A Common Stock on The Nasdaq Capital Market; and the Company’s financial condition.

The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BEASLEY BROADCAST GROUP, INC.
Date: September 19, 2024     By:  

/s/ Marie Tedesco

      Marie Tedesco
      Chief Financial Officer

 

3

Exhibit 99.1

 

LOGO

For Immediate Release

Beasley Broadcast Group Announces Reverse Stock Split

NAPLES, Fla., September 19, 2024 — Beasley Broadcast Group Inc. (Nasdaq: BBGI), a multi-platform media company (the “Company”), today announced that its Board of Directors (the “Board”) has approved a reverse stock split of its Class A Common Stock and Class B Common Stock (collectively, the “Common Stock”) at a ratio of 1-for-20. Stockholders previously approved the reverse stock split on August 26, 2024 and provided the Board with discretion to determine the final reverse stock split ratio.

The reverse stock split is being conducted to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market (“Nasdaq”).

The reverse stock split is expected to become effective on September 23, 2024 (the“Effective Date”). Shares of the Company’s Class A Common Stock are expected to begin trading on a split-adjusted basis on Nasdaq on September 24, 2024. Shares of the Class A Common Stock will continue to trade under the symbol “BBGI” and the new CUSIP number will be 074014 200.

On the Effective Date, every 20 shares of the Company’s Class A Common Stock issued and outstanding will be automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding will be automatically converted into one share of Class B Common Stock.

No fractional shares of Common Stock will be issued in connection with the reverse stock split. Holders of Common Stock who would otherwise receive a fractional share of Common Stock pursuant to the reverse stock split will receive cash in lieu of the fractional share equal to the closing sales price of the Class A Common Stock on the Effective Date.

The reverse stock split has no effect on the par value of the Company’s Common Stock or authorized shares of any class of Common Stock. Immediately after the reverse stock split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes that will result from the treatment of fractional shares.

Equiniti Trust Company, LLC is acting as transfer and exchange agent for the reverse stock split. Registered stockholders who hold shares of Common Stock in book entry are not required to take any action to receive split-adjusted shares. Stockholders who own shares via a broker, bank, trust or other organization will have their positions automatically adjusted to reflect the reverse stock split, subject to such organization’s particular processes, and will not be required to take any action in connection with the reverse stock split. Registered stockholders of certificate(s) representing Common Stock prior to the Effective Date will receive a Letter of Transmittal from the exchange agent to trade in their certificate(s) for new certificate(s).

For more information on the reverse stock split, please refer to the Company’s definitive information statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 3, 2024, or the Company’s Current Report on Form 8-K filed on September 19, 2024.


LOGO

For Immediate Release

 

About Beasley Broadcast Group

The Company is a multi-platform media company whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company owns and operates stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. Approximately 20 million consumers listen to the Company’s radio stations weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company’s brands and personalities through digital platforms such as Facebook, Twitter, text, apps and email.

Contact

Joseph Jaffoni, Jennifer Neuman JCIR

(212) 835-8500

bbgi@jcir.com

Heidi Raphael, BBGI

(239) 263-5000

Forward-Looking Statements

This release contains “forward-looking statements” about the Company, which relate to future, not past, events. All statements other than statements of historical fact included in this release are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Words or expressions such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions are intended to identify such forward-looking statements.

Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.


LOGO

For Immediate Release

 

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to: the Company’s ability to regain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq; the timing and effectiveness of the reverse stock split; the continued listing of the Class A Common Stock on Nasdaq; the Company’s financial condition; and other risk factors as discussed in more detail in the Company’s filings with the SEC.

Although the Company believes the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements. The Company does not intend, and undertake no obligation, to update any forward-looking statement.

v3.24.3
Document and Entity Information
Sep. 13, 2024
Cover [Abstract]  
Entity Registrant Name BEASLEY BROADCAST GROUP INC
Security Exchange Name NASDAQ
Entity Incorporation State Country Code DE
Amendment Flag false
Entity Central Index Key 0001099160
Document Type 8-K
Document Period End Date Sep. 13, 2024
Entity File Number 000-29253
Entity Tax Identification Number 65-0960915
Entity Address, Address Line One 3033 Riviera Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Naples
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34103
City Area Code (239)
Local Phone Number 263-5000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $0.001 per share
Trading Symbol BBGI
Entity Emerging Growth Company false

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