VRINGO, INC. ANNOUNCES REVERSE STOCK SPLIT
26 November 2015 - 6:00AM
NEW YORK - November 25, 2015 -
Vringo, Inc. (NASDAQ: VRNG), a company engaged in the innovation,
development and monetization of intellectual property as well as
the commercialization and distribution of wire-free charging and
rugged computing devices, today announced the that effective at
5:00 pm, Eastern Time, on November 27, 2015 ("Effective Time"), the
Company will effect a one-for-ten reverse stock split of its
outstanding common stock. The Company's common stock will open for
trading on The NASDAQ Capital Market on November 30, 2015 on a
post-split basis.
The reverse stock split is
intended to increase the per share trading price of the Company's
common stock to satisfy the $1.00 minimum bid price requirement for
continued listing on The NASDAQ Capital Market. As a result of the
reverse stock split, every ten shares of the Company's common stock
issued and outstanding on the Effective Time will be consolidated
into one issued and outstanding share, except to the extent that
the reverse stock split results in any of the Company's
stockholders owning a fractional share, which would be rounded up
to the next highest whole share. In connection with the reverse
stock split, there will be no change in the nominal par value per
share of $0.01.
Trading of the Company's common
stock on The NASDAQ Capital Market will continue, on a
split-adjusted basis, with the opening of the markets on Monday,
November 30, 2015, under the existing trading symbol "VRNG" and
under a new CUSIP number 92911N302. The reverse stock split reduces
the number of shares of the Company's common stock outstanding from
approximately 112.7 million pre-reverse split shares to
approximately 11.3 million post-reverse split.
The Company has retained its
transfer agent, American Stock Transfer & Trust Company, LLC
("AST"), to act as its exchange agent for the reverse stock split.
AST will provide stockholders of record as of the Effective Time a
letter of transmittal providing instructions for the exchange of
their stock certificates. Stockholders owning shares via a broker
or other nominee will have their positions automatically adjusted
to reflect the reverse stock split, subject to brokers' particular
processes, and will not be required to take any action in
connection with the reverse stock split.
The reverse stock split was
approved within a range of one-for-two to one-for-ten by the
Company's stockholders at the 2015 Annual Meeting of Stockholders
held on November 16, 2015 and the specific ratio of one-for-ten was
subsequently approved by the Company's Board of Directors. For more
information regarding the reverse stock split, please refer to the
Company's definitive proxy statement filed with the Securities and
Exchange Commission on Schedule 14A on September 25, 2015.
About Vringo,
Inc.
Vringo, Inc. is engaged in the
innovation, development and monetization of intellectual property
as well as the commercialization and distribution of wire-free
charging and rugged computing devices. Vringo's intellectual
property portfolio consists of over 600 patents and patent
applications covering telecom infrastructure, internet search,
ad-insertion, mobile and wire-free charging technologies.
Vringo's subsidiary fliCharge is dedicated to the licensing and
commercialization of wire-free charging technologies. Vringo's
subsidiary Group Mobile is dedicated to the marketing and sale of
rugged computing devices. For more information, visit:
www.vringo.com.
Forward-Looking
Statements
This press release includes
forward-looking statements, which may be identified by words such
as "believes," "expects," "anticipates," "estimates," "projects,"
"intends," "should," "seeks," "future," "continue," or the negative
of such terms, or other comparable terminology. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ materially from the
forward-looking statements contained herein. Factors that
could cause actual results to differ materially include, but are
not limited to: our inability to license and monetize our patents,
including the outcome of the litigation against ZTE and other
companies; our inability to recognize the anticipated benefits of
the acquisition of IDG, which may be affected by, among other
things, competition, our ability to secure advantageous licensing
and sales agreements, market acceptance of IDG's technology,
potential technology obsolescence, protection of intellectual
property rights and potential liability risks that are inherent in
the marketing and sale of products used by consumers; our inability
to monetize and recoup our investment with respect to patent assets
that we acquire; our inability to develop and introduce new
products and/or develop new intellectual property; our inability to
protect our intellectual property rights; new legislation,
regulations or court rulings related to enforcing patents, that
could harm our business and operating results; unexpected trends in
the mobile phone and telecom infrastructure industries; our
inability to raise additional capital to fund our combined
operations and business plan; our inability to maintain the listing
of our securities on a major securities exchange; the potential
lack of market acceptance of our products; potential competition
from other providers and products; our inability to retain key
members of our management team; the future success of Infomedia and
our ability to receive value from its stock; our ability to
continue as a going concern; our liquidity and other risks and
uncertainties and other factors discussed from time to time in our
filings with the Securities and Exchange Commission ("SEC"),
including our annual report on Form 10-K filed with the SEC on
March 16, 2015. Vringo expressly disclaims any obligation to
publicly update any forward-looking statements contained herein,
whether as a result of new information, future events or otherwise,
except as required by law.
Contacts:
Investors and Media:
Cliff Weinstein
Executive Vice President
Vringo, Inc.
646-532-6777
cweinstein@vringoinc.com
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Vringo, Inc. via Globenewswire
HUG#1969159
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