Digirad Corporation Announces Reverse Stock Split
May 31 2019 - 4:01PM
Digirad Corporation (NASDAQ: DRAD) (“Digirad” or “the Company”)
today announced a reverse stock split of its outstanding shares of
common stock at a ratio of 1-for-10 (the “Reverse Split”) and that
it had filed a Certificate of Amendment of the Company’s Restated
Certificate of Incorporation in order to effect the Reverse Split.
The Reverse Split will be effective after the market closes on June
4, 2019. Beginning with the opening of trading on Wednesday, June
5, 2019, the Company’s common stock will continue to trade on the
Nasdaq Global Market ("Nasdaq") under the symbol "DRAD," but will
trade on a split-adjusted basis under a new CUSIP number,
253827703. The Certificate of Amendment will also, upon
effectiveness on June 4, 2019, reduce the number of authorized
shares of common stock under the Company’s Restated Certificate of
Incorporation to 30 million shares authorized (the “Share
Reduction”).
The stockholders of the Company approved the
Reverse Split and the Share Reduction at the Company’s 2019 Annual
Meeting of Stockholders held on May 1, 2019. In connection with
approving the Reverse Split, the Company’s stockholders granted
authority to the Board of Directors of Digirad (the “Board”) to
determine, at its discretion, a ratio within the range of 1-for-5
to 1-for-10, at which to effectuate the Reverse Split. The Reverse
Split was approved by the Board on March 8, 2019, and the ratio of
1-for-10 was approved by the Board on May 15, 2019. The Reverse
Split is expected to enable the Company to meet the NASDAQ Listing
Rule that requires a minimum closing bid price of $1.00 per share
of the Company’s common stock in order to continue the listing of
the common stock on Nasdaq.
As a result of the Reverse Split, every 10
pre-split shares of common stock outstanding will automatically
combine into one new share of common stock without any action on
the part of the holders and with no change in the par value per
share of $0.0001. The Reverse Split will proportionately reduce the
number of shares of common stock available for issuance under the
Company’s equity incentive plans and proportionately reduce the
number of shares of common stock issuable upon the exercise of
stock options and upon the release of restricted stock units
outstanding immediately prior to the effectiveness of the Reverse
Split.
The Reverse Split reduces the number of shares
of the Company’s outstanding common stock from approximately 20.3
million pre-Reverse Split shares to approximately 2.0 million
post-Reverse Split shares. No fractional shares will be issued as a
result of the Reverse Split. Owners of fractional shares
outstanding after the Reverse Split will receive one full share of
post-Reverse Split shares.
American Stock Transfer and Trust Company LLC
(“AST”) is acting as the exchange agent for the Reverse
Split. AST will provide instructions to stockholders
regarding the process for exchanging their pre-split stock
certificates for post-split stock certificates. Additional
information about the Reverse Split can be found in the Company's
definitive proxy statement filed with the Securities and Exchange
Commission on March 26, 2019, a copy of which is available at
www.sec.gov and on the Company’s website.
About Digirad
Digirad delivers convenient, effective, and
efficient healthcare solutions on an as needed, when needed, and
where needed basis. Digirad’s diverse portfolio of mobile
healthcare solutions and diagnostic imaging equipment and services,
provides hospitals, physician practices, and imaging centers
through the United States access to technology and services
necessary to provide exceptional patient care in the rapidly
changing healthcare environment. For more information, please
visit www.digirad.com.
Forward-Looking Statements & Use of
Non-GAAP Measures
This press release contains statements that are
forward-looking statements as defined within the Private Securities
Litigation Reform Act of 1995. Some of these forward-looking
statements can be identified by the use of forward-looking words
such as “believes,” “expects,” “may,” “will,” “should,” “seek,”
“approximately,” “intends,” “plans,” “estimates,” or “anticipates,”
or the negative of those words or other comparable terminology, or
in specific statements such as the Company’s ability to deliver
value to customers, the ability to grow and generate positive cash
flow, the ability to execute on restructuring activities, and
ability to successfully execute acquisitions. These forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from the statements made. These
risks are detailed in Digirad’s filings with the U.S.
Securities and Exchange Commission, including the Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and other reports. Readers are cautioned to not place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. All forward-looking statements are qualified in
their entirety by this cautionary statement,
and Digirad undertakes no obligation to revise or update
the forward-looking statements contained herein.
For more information contact: |
Jeffrey E. Eberwein |
Chairman of the Board of Directors |
203-489-9501 |
ir@digirad.com |
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