Blue Apron Announces Reverse Stock Split Proposal
May 20 2019 - 8:00AM
Business Wire
Blue Apron Holdings, Inc. (NYSE:APRN) today announced that the
Company is actively pursuing plans to effect a reverse stock
split.
On April 17, 2019, the Company’s Board of Directors unanimously
approved and recommended for stockholder approval a proposal to
authorize the Company to implement a reverse stock split of the
Company’s Class A common stock and Class B common stock based on a
split ratio between 1-for-5 to 1-for-15, with the implementation
and exact split ratio to be determined by its Board of Directors.
This proposal, which is further described in the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission (SEC) on April 29, 2019, is subject to stockholder
approval at the Company’s upcoming Annual Meeting of Stockholders
on June 13, 2019.
The primary purpose for the proposed reverse stock split is to
increase the market price of the Company’s Class A common stock.
The Company believes that the increased market price that is
expected as a result of implementing the reverse stock split will
improve the marketability and liquidity of the Company’s Class A
common stock and may encourage interest and trading in the stock.
The Company also anticipates that, if approved by the Company’s
stockholders at the Annual Meeting and thereafter promptly
implemented by the Company, the effects of the reverse stock split
will be sufficient for the Company to regain compliance with the
continued listing standards of the New York Stock Exchange (NYSE),
as further described below, by as early as July 1, 2019.
The Company received written notice from the NYSE on May 17,
2019 that the price of the Company’s Class A common stock has
fallen below the NYSE’s continued listing standard. The NYSE
requires that the average closing price of a listed company’s
common stock not be less than $1.00 per share over a period of 30
consecutive trading days. The Company has notified the NYSE of its
intent to cure this non-compliance through implementation of the
proposed reverse stock split.
Under the NYSE rules, the Company can regain compliance with the
NYSE’s continued listing standards if, as of the last trading day
of any calendar month during a six-month period following the
Company’s receipt of the NYSE notice, the Company’s Class A common
stock has a closing share price of at least $1.00 and an average
closing share price of at least $1.00 over the prior 30 trading-day
period.
The NYSE’s notification does not affect the Company’s business
operations or the current listing of the Company’s Class A common
stock, which will continue to trade on the NYSE during the
six-month cure period subject to the Company’s compliance with the
other NYSE continued listing standards, and does not conflict with,
or cause an event of default under, any of the Company’s material
debt or other agreements.
Forward-Looking Statements
This press release includes statements concerning Blue Apron
Holdings, Inc. and its future expectations, plans and prospects
that constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. For this
purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as "may," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," or "continue," or
the negative of these terms or other similar expressions. The
company has based these forward-looking statements largely on its
current expectations and projections about future events and
financial trends that it believes may affect its business,
financial condition and results of operations. These
forward-looking statements speak only as of the date of this press
release and are subject to a number of risks, uncertainties and
assumptions including, without limitation, the company’s ability to
attain the necessary stock price levels to regain compliance with
the NYSE continued listing standards or, if achieved, to continue
to satisfy the NYSE’s qualitative and quantitative continued
listing standards in the future, including due to the company’s
financial condition or results of operations, market conditions or
the market perception of the company’s business, financial
condition or results of operations; unanticipated adjournments or
postponements of the Annual Meeting; the failure of stockholders to
approve the proposed reverse stock split; a determination by the
company’s Board of Directors not to promptly implement or to
abandon the proposed reverse stock split in its discretion; and
other risks more fully described in the company’s Definitive Proxy
Statement on Schedule 14A filed with the SEC on April 29, 2019, the
company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2019 filed with the SEC on April 30, 2019, and in other filings
that the company may make with the SEC in the future. The company
assumes no obligation to update any forward-looking statements
contained in this press release as a result of new information,
future events or otherwise.
About Blue Apron
Blue Apron’s mission is to make incredible home cooking
accessible to everyone. Launched in 2012, Blue Apron is reimagining
the way that food is produced, distributed, and consumed, and as a
result, building a better food system that benefits consumers, food
producers, and the planet. The company has developed an integrated
ecosystem that enables the company to work in a direct, coordinated
manner with farmers and artisans to deliver high-quality products
to customers nationwide at compelling values.
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version on businesswire.com: https://www.businesswire.com/news/home/20190520005180/en/
Media & InvestorsLouise WardLouise.Ward@blueapron.com
Blue Apron (NYSE:APRN)
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