View to Seek Stockholder Approval of Reverse Stock Split as Part of NASDAQ Compliance Plan
17 February 2023 - 8:16AM
View, Inc. (Nasdaq: VIEW) (“View”) today announced that it plans to
hold a special meeting of stockholders to seek approval of a
reverse stock split of View’s Class A Common Stock, in order to
regain compliance with the Nasdaq Listing Rules. The time, date,
location (if any) and other details regarding the special meeting,
including the reverse stock split ratio, will be communicated to
stockholders at a later date, including via proxy materials which
will be filed with, and subject to review by, the U.S. Securities
and Exchange Commission (the "SEC").
The reverse stock split would not affect any stockholder's
percentage ownership interests or proportionate voting power,
except with respect to the treatment of any fractional shares to
which a stockholder may be entitled. In addition, the reverse stock
split would not affect the total number of shares of common stock
that View is authorized to issue pursuant to its charter, unless
View seeks stockholder approval to amend its charter accordingly.
View's Board of Directors reserves its right to elect not to
proceed with the reverse stock split at any time prior to the date
on which the charter amendment effecting the reverse stock split
becomes effective, even if the reverse stock split receives
stockholder approval at the special meeting, if the Board
determines, in its sole discretion, that implementing a reverse
stock split is no longer in the best interests of View and its
stockholders.
About ViewView is the leader in smart building
technologies that transform buildings to improve human health and
experience, reduce energy consumption and carbon emissions, and
generate additional revenue for building owners. View Smart Windows
use artificial intelligence to automatically adjust in response to
outdoor conditions, eliminating the need for blinds and increasing
access to natural light. Every View installation includes a
cloud-connected smart building platform that can easily be extended
to reimagine the occupant experience. View’s products are installed
in offices, apartments, airports, hotels, and educational
facilities. For more information, please visit: www.view.com.
Additional Information and Where to Find ItIn
connection with any reverse stock split, View will file a proxy
statement to be distributed to holders of View’s common stock in
connection with View’s solicitation of proxies for the vote by
View’s stockholders with respect to a proposed reverse stock split
and other matters as described therein. After a definitive proxy
statement has been filed, View will mail the definitive proxy
statement, when available, to its stockholders. The proxy statement
will include information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies in
connection with the proposed reverse stock split. View will also
file other documents regarding the proposed reverse stock split
with the SEC. Before making any voting decision, investors and
security holders of View are urged to read the proxy statement and
all other relevant documents filed or that will be filed with the
SEC in connection with the proposed reverse stock split as they
become available because they will contain important information
about the proposed reverse stock split.
Investors and security holders will be able to obtain free
copies of the proxy statement and all other relevant documents
filed or that will be filed with the SEC by View through the
website maintained by the SEC at www.sec.gov. In addition, the
documents filed by View may be obtained free of charge from View’s
website at www.view.com or by written request to View at 195 South
Milpitas Blvd., Milpitas, California 95035.
Participants in the SolicitationView and its
directors and officers may be deemed to be participants in the
solicitation of proxies from View’s stockholders in connection with
the proposed reverse stock split. Information about View’s
directors and executive officers and their ownership of View’s
securities is set forth in View’s filings with the SEC, including
View’s Annual Report on Form 10-K for the year ended December 31,
2021. Additional information regarding the interests of persons who
may be deemed participants in the proposed reverse stock split may
be obtained by reading the proxy statement regarding the proposed
reverse stock split when it becomes available. You may obtain free
copies of these documents as described in the preceding
paragraph.
No Offer or SolicitationThis communication
shall not constitute a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed reverse stock split. This communication
shall also not constitute an offer to sell or a solicitation of an
offer to buy any securities of View, nor shall there be any sale of
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward-Looking StatementsThis press release
and certain materials View files with the SEC, as well as
information included in oral statements or other written statements
made or to be made by View, other than statements of historical
fact, contain certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, as
amended. These forward-looking statements are based on current
expectations, estimates, assumptions, projections, and management’s
beliefs, that are subject to change. There can be no assurance that
these forward-looking statements will be achieved; these statements
are not guarantees of future performance and are subject to certain
risks, uncertainties, and other factors, many of which are beyond
View’s control and are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. View’s business
is subject to a number of risks which are described more fully in
View’s Annual Report on Form 10-K for the year ended December 31,
2021, and its subsequent Quarterly Reports on Form 10-Q. View
undertakes no obligation to update forward-looking statements to
reflect events or circumstances after the date hereof.
The effect of a reverse stock split on the per share trading
price of our common stock cannot be predicted with any certainty,
and the history of reverse stock splits for other companies is
varied, particularly since some investors may view a reverse stock
split negatively. While we expect that a reverse stock split would
increase the trading price of our Class A Common Stock, there can
be no assurance that we will be able to regain compliance with the
minimum bid price requirement or maintain compliance with the other
Nasdaq listing standards. It is possible that the per share trading
price of our common stock after a reverse stock split would not
increase in the same proportion as the reduction in the number of
our outstanding shares of common stock following the reverse stock
split or at all, and a reverse stock split may not result in a per
share trading price that would attract investors who do not trade
in lower priced stocks. We cannot assure you that, if a reverse
stock split is implemented, our common stock will be more
attractive to investors. If we implement a reverse stock split, the
per share trading price of our common stock may decrease due to
factors unrelated to the reverse stock split, including our future
performance. If a reverse stock split is consummated and the per
share trading price of the common stock declines, the percentage
decline as an absolute number and as a percentage of our overall
market capitalization may be greater than would occur in the
absence of a reverse stock split.
A reverse stock split may decrease the liquidity of our common
stock and result in higher transaction costs. The liquidity of our
common stock may be negatively impacted by a reverse stock split,
given the reduced number of shares that would be outstanding after
the reverse stock split, particularly if the per share trading
price does not increase as a result of the reverse stock split. In
addition, if a reverse stock split is implemented, it will increase
the number of our stockholders who own "odd lots" of fewer than 100
shares of common stock. Brokerage commission and other costs of
transactions in odd lots are generally higher than the costs of
transactions of more than 100 shares of common stock.
For further information about View, Inc. please
contact:
Samuel MeehanView, Inc.IR@View.com408-493-1358
View (NASDAQ:VIEWW)
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