CHESTERFIELD, Mo., Oct. 19, 2020 /PRNewswire/ -- Reliv
International, Inc. (NASDAQ:RELV), a developer and marketer of
nutritional supplements that promote optimal health, today
announced that it will effect a 1 for 2,000 reverse stock split
(the "Reverse Split") of its Common Stock followed
immediately by a 2,000 for 1 forward stock split (the "Forward
Split") of its Common Stock (collectively the "Stock Split"). The
Stock Split has been approved by written consent of holders of a
majority of the Company's outstanding Common Stock. Interests
in fractional shares owned by stockholders owning fewer than 2,000
shares of Common Stock will be converted into the right to receive
a cash payment of $3.75 per share
owned by such stockholders prior to the Reverse Split. However, if
a registered stockholder holds 2,000 or more shares of Common Stock
in its account immediately prior to the Effective Date of the
Reverse Split, any fractional share in such account resulting from
the Reverse Split will not be cashed out and the total number of
shares held by such holder will not change as a result of the Stock
Split.
The Stock Split is being undertaken as part of the Company's
plan to suspend its obligations to file periodic and current
reports and other information with the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and to delist its common
stock from trading on the NASDAQ Stock Exchange. Ryan Montgomery, the Company's Chief Executive
Officer, stated, "The Company and its Board of Directors has
determined that the costs of being a public reporting company
outweigh the benefits of continuing as NASDAQ-listed and SEC
reporting company. We believe that the significant tangible and
intangible costs of our being a public reporting company are not
justified and that such resources are better spent on the many
exciting projects the Company is pursuing."
The Company expects the Stock Split Transaction to be effective
on or about November 29, 2020 (the
"Effective Date"). Prior to the Effective Date, stockholders can
continue to buy and sell shares of the Company's Common Stock on
the NASDAQ Stock Exchange. Any trading in our common stock after
the Effective Date of the Stock Split Transaction would only occur
in privately negotiated sales and potentially on an
over-the-counter market (an "OTC market"). The Company intends to
include our Common Stock on the trading platform operated by the
OTC Markets Group and comply with its informational and other
requirements. Future trading in our Common Stock will not be
conducted on an exchange, but through FINRA registered
broker/dealers choosing to make a market for our Common Stock.
On or about November 29,
2020, the Company intends to file a Form 15 with
the SEC, at which time the Company anticipates that its
obligations to file periodic reports under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including
annual, quarterly and current reports on Form 10-K, Form 10-Q and
Form 8-K, respectively, will be suspended, and that all
requirements associated with being an Exchange Act-registered
company, including the requirement to file current and periodic
reports, will terminate permanently 90 days thereafter.
The Company will send to all of our stockholders an Information
Statement on Schedule 14C (17 CFR §240.14c-101) (the "Information
Statement") and such information as may be required under Schedule
13E-3 (17 CFR §240.13e-100) (the "Schedule 13E-3"). The Company
will not be sending a proxy statement or seeking proxies from our
stockholders. Further information about the Stock Split, the
Company's intent to deregister its Common Stock and delist from the
NASDAQ Stock Exchange can be found in the "Reverse Stock Split
Summary" which will be filed as an exhibit to the Company's Form
8-K filed with the SEC today or on the Company' website at
reliv.com/investor-relations.
About Reliv International, Inc.
Reliv International, based in Chesterfield, MO, develops and markets
nutritional supplements that promote optimal nutrition. Reliv
supplements address core nutrition, targeted solutions and
overall wellness and now include a line of RLV hemp extracts. Reliv
is the exclusive provider of LunaRich® products, which optimize
levels of lunasin, a soy peptide that works at the epigenetic
level to promote optimal health. The company sells its products
through an international direct selling system of independent
distributors in 13 countries. Learn more about Reliv
at reliv.com, or
on Facebook, Twitter or Instagram.
Statements made in this news release that are not historical
facts are "forward-looking" statements (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risks and
uncertainties and are subject to change at any time. These
forward-looking statements may include, but are not limited to,
statements containing words such as "may," "should," "could,"
"would," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential," "continue" or similar expressions. Factors
that could cause actual results to differ are identified in the
public filings made by Reliv with the Securities and Exchange
Commission. More information on factors that could affect Reliv's
business and financial results are included in its public filings
made with the Securities and Exchange Commission, including its
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
copies of which are available on the Company's web site,
reliv.com/investor-relations.
For more information, contact:
Steve
Albright
Chief Financial
Officer
(636) 733-1305
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SOURCE Reliv International, Inc.