ADDvantage Technologies Announces 1-for-10 Reverse Stock Split as Part of Nasdaq Compliance Plan
November 09 2023 - 4:30PM
ADDvantage Technologies Group, Inc. (NASDAQ: AEY) (“ADDvantage
Technologies” or the “Company”) today announced that it will effect
a 1-for-10 reverse stock split of its common stock, $0.01 par value
per share (the “Common Stock”), where every ten issued and
outstanding shares of Common Stock will be converted into one share
of Common Stock (the “Reverse Stock Split”).
The Reverse Stock Split is expected to take
effect as of 12:01 a.m., Eastern Time, on November 16, 2023 (the
“Effective Time”).
At the market open on November 16, 2023 (the
first business day after the Effective Time), the Common Stock is
expected to begin trading on a split-adjusted basis on The Nasdaq
Capital Market under a new CUSIP number.
No fractional shares will be issued in
connection with the Reverse Stock Split. Instead, each stockholder
that would hold fractional shares as a result of the Reverse Stock
Split will be entitled to receive, in lieu of such fractional
shares, cash in an amount equal to the applicable fraction
multiplied by the closing price of the Common Stock on The Nasdaq
Capital Market on November 16, 2023 (as adjusted for the Reverse
Stock Split), without any interest.
The Reverse Stock Split will apply to all of the
outstanding shares of Common Stock and as of the Effective Time and
therefore will not affect any particular stockholder’s relative
ownership percentage of shares of Common Stock, except for de
minimis changes resulting from the payment of cash in lieu of
fractional shares. The Reverse Stock Split will also not affect the
relative voting or other rights that accompany the shares of Common
Stock, except to the extent that it results from a stockholder
receiving cash in lieu of fractional shares. There will be no
change to the number of authorized shares of the Common Stock as a
result of the Reverse Stock Split. The Company’s trading symbol
will remain unchanged, but the CUSIP number for the Company’s
registered Common Stock will be changed to 006743 405.
Stockholders of record will receive information
from Continental Stock Transfer & Trust Co, the Company’s
transfer agent, regarding their stock ownership following the
Reverse Stock Split and, if applicable, payments of cash in lieu of
fractional shares, without any interest. Stockholders who hold
their shares in brokerage accounts or in “street name” are not
required to take any action in connection with the Reverse Stock
Split.
As a result of the Reverse Stock Split, the
number of outstanding shares of Common Stock will be reduced from
approximately 14,947,078 shares outstanding as of November 8, 2023,
to approximately 1,494,707 shares outstanding after giving effect
to the Reverse Stock Split.
The Reverse Stock Split has been approved by the
Company’s Board of Directors pursuant to the approval of annual
shareholder meeting, and no stockholder approval is required.
About ADDvantage Technologies Group,
Inc.
ADDvantage Technologies Group, Inc. (Nasdaq:
AEY) is a communications infrastructure services and equipment
provider operating a diversified group of companies through its
Wireless Infrastructure Services and Telecommunications segments.
Through its Wireless segment, Fulton Technologies provides turn-key
wireless infrastructure services including the installation,
modification and upgrading of equipment on communication towers and
small cell sites for wireless carriers, national integrators, tower
owners and major equipment manufacturers. Through its
Telecommunications segment, Nave Communications and Triton Datacom
sell equipment and hardware used to acquire, distribute, and
protect the communications signals carried on fiber optic, coaxial
cable and wireless distribution systems. The Telecommunications
segment also offers repair services focused on telecommunication
equipment and recycling surplus and related obsolete
telecommunications equipment.
ADDvantage operates through its subsidiaries,
Fulton Technologies, Nave Communications, and Triton Datacom. For
more information, please visit the corporate website
at www.addvantagetechnologies.com.
Forward-Looking Statements.
This Current Report on Form 8-K includes
forward-looking statements. These statements are made under the
“safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These statements may be identified by words
such as “intends”, “expects,” “may”, “will”, and “would”, or the
negative of such terms, or other comparable terminology, and
include statements about the Reverse Stock Split and the impact, if
any, of the Reverse Stock Split on the Company and the trading
price of the Common Stock. Forward-looking statements are
statements that are not historical facts. Such forward-looking
statements are not guarantees of future performance and are subject
to risks and uncertainties, which could cause actual results to
differ materially from the forward-looking statements contained
herein due to many factors. These forward-looking statements and
such risks, uncertainties and other factors speak only as of the
date of this Current Report on Form 8-K, and the Company expressly
disclaims any obligation or undertaking to update or revise any
forward-looking statement contained herein, or to reflect any
change in our expectations with regard thereto or any other change
in events, conditions or circumstances on which any such statement
is based, except to the extent otherwise required by applicable
law.
For further information:
Hayden IRBrett Maas(646) 536-7331aey@haydenir.com
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