Rent the Runway, Inc. (“Rent the Runway” or the “RTR”) (NASDAQ:
RENT) today announced that it will proceed with a 1-for-20 reverse
stock split (“Reverse Stock Split”) of its outstanding shares of
Class A Common Stock and Class B Common Stock (collectively, the
“Common Stock”) following approval by its Board of Directors. This
ratio is within the ratio range approved by stockholders at a
special meeting of RTR shareholders held on March 21, 2024.
The Reverse Stock Split is expected to become
effective at 5 p.m., Eastern Time, on April 2, 2024. RTR expects
the Company’s Class A Common Stock will begin trading on a
post-split basis at the market open on April 3, 2024 under the
symbol “RENT” with the new CUSIP number 76010Y 202. The primary
goal of the Reverse Stock Split is to increase the per share market
price of the Common Stock to regain compliance with the minimum bid
price requirement for continued listing on the Nasdaq Capital
Market.
When the Reverse Stock Split is effective, every
20 shares of Rent the Runway Common Stock issued and outstanding
will be combined automatically into 1 share of Common Stock. The
Reverse Stock Split will apply equally to all outstanding shares of
the Class A Common Stock and Class B Common Stock, and each
stockholder will hold the same percentage of Class A Common Stock
and Class B Common Stock outstanding immediately following the
Reverse Stock Split, except for adjustments that may result from
the treatment of fractional shares. No fractional shares will be
issued in connection with the Reverse Stock Split. Holders of
Common Stock will receive a cash payment (without interest) in lieu
of any fractional shares. Additionally, all equity awards and
warrants outstanding immediately prior to the Reverse Stock Split
will be proportionately adjusted.
Equiniti Trust Company, LLC (“Equiniti”),
formerly American Stock Transfer & Trust Company, is acting as
the exchange agent and transfer agent for the Reverse Stock Split.
Stockholders holding their shares electronically in book-entry form
are not required to take any action to receive post-split shares.
The Company does not have any outstanding certificated shares.
Stockholders owning shares through a bank, broker or other nominee
will have their positions adjusted to reflect the Reverse Stock
Split and will receive payment for any fractional shares in
accordance with their respective bank’s, broker’s, or nominee’s
particular processes.
Additional information about the Reverse Stock Split can be
found in Rent the Runway’s definitive proxy statement (Form DEF
14A) filed with the U.S. Securities and Exchange Commission (the
“SEC”) on February 9, 2024 and on RTR’s Investor Relations website
at investors.renttherunway.com.
ContactsPresspress@renttherunway.com
Investor Relationsinvestors@renttherunway.com
About Rent the Runway, Inc.Founded in 2009,
Rent the Runway is disrupting the trillion-dollar fashion industry
and changing the way women get dressed through the Closet in the
Cloud, the world’s first and largest shared designer closet. RTR’s
mission has remained the same since its founding: powering women to
feel their best every day. Through RTR, customers can subscribe,
rent items a-la-carte and shop resale from hundreds of designer
brands. The Closet in the Cloud offers a wide assortment of
millions of items for every occasion, from evening wear and
accessories to ready-to-wear, workwear, denim, casual, maternity,
outerwear, blouses, knitwear, loungewear, jewelry, handbags,
activewear and ski wear. RTR has built a two-sided discovery
engine, which connects deeply engaged customers and differentiated
brand partners on a powerful platform built around its brand, data,
logistics and technology. Under CEO and Co-Founder Jennifer Hyman’s
leadership, RTR has been named to CNBC’s “Disruptor 50” five times
in ten years, and has been placed on Fast Company’s Most Innovative
Companies list four times, while Hyman herself has been named to
the “TIME 100: Most Influential People in the World" and as one of
People Magazine’s “Women Changing the World."
Forward-Looking StatementsThis press-release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements
contained in this press release that do not relate to matters of
historical fact should be considered forward-looking statements.
These statements include, but are not limited to, statements
regarding the timing of the implementation of the Reverse Stock
Split and our compliance with the continued listing requirements of
the Nasdaq Capital Market. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified. In some cases, you can identify
forward-looking statements because they contain words such as
“aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “toward,” “will,” or
“would,” or the negative of these words or other similar terms or
expressions. You should not put undue reliance on any
forward-looking statements.
Forward-looking statements should not be read as a guarantee of
future performance or results and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved, if at all. Forward-looking statements are
based on information available at the time those statements are
made and were based on current expectations, estimates, forecasts,
and projections as well as the beliefs and assumptions of
management as of that time with respect to future events. These
statements are subject to risks and uncertainties, many of which
involve factors or circumstances that are beyond our control, that
could cause actual performance or results to differ materially from
those expressed in or suggested by the forward-looking statements.
In light of these risks and uncertainties, the forward-looking
events and circumstances discussed in this press release may not
occur and actual results could differ materially from those
anticipated or implied in the forward-looking statements. These
risks and uncertainties include our ability to manage our growth
effectively; the highly competitive and rapidly changing nature of
the global fashion industry; our ability to cost-effectively grow
our customer base; any failure to retain customers; risks related
to COVID-19 and other future pandemics or public health crises;
risks related to shipping, logistics and our supply chain; our
ability to accurately forecast customer demand, manage our
offerings effectively and plan for future expenses; risks arising
from the restructuring of our operations; our reliance on the
effective operation of proprietary technology systems and software
as well as those of third-party vendors and service providers; our
ability to remediate our material weaknesses in our internal
control over financial reporting; laws and regulations applicable
to our business; failure by us to adequately obtain, maintain,
protect and enforce our intellectual property and proprietary
rights; compliance with data privacy, data security, data
protection and consumer protection laws and industry standards;
risks associated with our brand and manufacturing partners; our
reliance on third parties for elements of the payment processing
infrastructure underlying our business; our dependence on online
sources to attract consumers and promote our business which may be
affected by third-party interference or cause our customer
acquisition costs to rise; failure by us, our brand partners, or
third party manufacturers to comply with our vendor code of conduct
or other laws; and risks related to our Class A capital stock and
ownership structure.
Additional information regarding these and other risks and
uncertainties that could cause actual results to differ materially
from the Company’s expectations is included in our Quarterly Report
on Form 10-Q for the quarterly period ended October 31, 2023 and as
may be further updated from time to time in our filings with the
Securities and Exchange Commission. Except as required by law, we
do not undertake any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future developments, or otherwise.
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