Skillsoft Announces Reverse Stock Split
September 19 2023 - 4:05PM
Business Wire
Skillsoft (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading
platform for transformative learning experiences, today announced
that its Board of Directors has approved a 1-for-20 reverse stock
split of the Company’s common stock. The reverse stock split will
become legally effective at 5:00 p.m. Eastern Time on September 29,
2023. Skillsoft’s common stock will begin trading on a
split-adjusted basis at the market open on October 2, 2023, with
the new CUSIP number 83066P309 and will continue to trade on the
New York Stock Exchange under the symbol “SKIL”.
The reverse stock split is intended to increase the per-share
price of the Company’s common stock and make it more attractive to
a broader group of institutional investors. This includes improving
the perception of the Company’s common stock as an investment
security, increasing the stability of the common stock price and
enhancing trading liquidity through the entry of new buyers.
A reverse stock split of not less than 1-for-10 and not more
than 1-for-30 was approved by Skillsoft's stockholders at the
Company's Annual Meeting of Stockholders held on July 20, 2023. The
ratio of 1-for-20 was determined by the Company’s Board. As a
result of the reverse stock split, every 20 shares of the Company’s
common stock issued and outstanding will be automatically combined
into one share of Skillsoft common stock. No fractional shares will
be issued in connection with the reverse split, and stockholders
will be entitled to receive a cash payment in lieu of any
fractional shares.
As a result of the reverse stock split, equitable adjustments
corresponding to the reverse stock split ratio will be made to
Skillsoft’s outstanding warrants such that every twenty shares of
common stock that may be issued upon the exercise of warrants held
immediately prior to the reverse stock split will represent one
share of common stock that may be issued upon exercise of such
warrants immediately following the reverse stock split.
Correspondingly, the exercise price per share of the Company’s
common stock attributable to such warrants immediately prior to the
reverse stock split will be proportionately increased, such that
the exercise price per share of the Company’s common stock
attributable to such warrants immediately following the reverse
stock split is $230.00, which equals the product of 20 multiplied
by $11.50, the exercise price per share immediately prior to the
reverse stock split. All of Skillsoft’s outstanding stock options,
warrants, and equity incentive plans will be proportionately
affected. The exercise prices of outstanding stock options,
warrants, and equity incentive plans will be adjusted in accordance
with their respective terms. The reverse stock split will affect
all stockholders uniformly, and it will not affect any
stockholder's ownership percentage of the Company’s shares, with
the exception of those stockholders receiving cash in lieu of
fractional shares.
Additional information about the reverse stock split can be
found in Skillsoft’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on September 19, 2023, and
Skillsoft’s definitive proxy statement on Schedule 14A filed with
the U.S. Securities and Exchange Commission on May 26, 2023.
About Skillsoft
Skillsoft (NYSE: SKIL) delivers transformative learning
experiences that propel organizations and people to grow together.
The Company partners with enterprise organizations and serves a
global community of learners to prepare today’s employees for
tomorrow’s economy. With Skillsoft, customers gain access to
blended, multimodal learning experiences that do more than build
skills – they grow a more capable, adaptive and engaged workforce.
Through a portfolio of best-in-class content, a platform that is
personalized and connected to customer needs, world-class
technology and a broad ecosystem of partners, Skillsoft drives
continuous growth and performance for employees and their
organizations by overcoming critical skill gaps and unlocking human
potential. Learn more at www.skillsoft.com.
Cautionary Notes Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of applicable securities laws, which are statements
that are not historical facts, including statements that relate to
possible effects of the reverse stock split. These forward-looking
statements are based on our current expectations and are subject to
risks and uncertainties, which may cause actual results to differ
materially from our current expectations. Factors that could cause
such differences can be found in our Form 10-K for the year ended
January 31, 2023, as well as our subsequent reports on Form 10-Q
and other SEC filings. New risks and uncertainties arise from time
to time, and it is impossible for us to predict these events or how
they may affect the Company. We assume no obligation to update
these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230919384747/en/
Investors and Media Chad W. Lyne SVP, Strategic Finance
& Investor Relations Officer chad.lyne@skillsoft.com
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