J-Long Group Limited Announces Effective Time of Share Consolidation/Reverse Stock Split to Regain NASDAQ Compliance
December 05 2024 - 8:30AM
J-Long Group Limited (Nasdaq: JL), a Hong Kong-based and
established distributor of reflective and non-reflective garment
trims including, among others, heat transfers, fabrics, woven
labels and tapes, sewing badges, piping, zipper pulls and
drawcords, today announced today that it will effect a share
consolidation ("Reverse Stock Split") of its Ordinary Shares at a
ratio of 1-for-10, effective as of 11:59 pm on December 9, 2024
(the "Effective Time"), in order to regain compliance with the
minimum $1.00 bid price per share requirement of Nasdaq's
Marketplace Rules 5550(a)(2) and Rule 5450(a)(1). The Company's
Ordinary Shares are expected to begin trading on a Reverse Stock
Split adjusted basis on Nasdaq as of the open of trading on
December 10, 2024, under the existing ticker symbol "JL."
The Company's members (Stockholders) previously
approved the reverse stock split and granted the Company's board of
directors the authority to determine the final reverse stock split
ratio and when to proceed with the reverse stock split at a Special
Meeting of Stockholders held on November 18, 2024. The Company will
file an Amendment to its Memorandum and Articles of Association to
effect the share consolidation/reverse stock split at the ratio of
1-for-10 as of the Effective Time.
The CUSIP number for the Company’s Ordinary
Shares will be G5191U112.
As of the Effective Time, every 10 shares of the
Company's issued and outstanding Ordinary Shares will be combined
into one issued and outstanding Ordinary Share. The total number of
authorized Ordinary Shares will be reduced from 30,000,000 to
3,000,000, and the par value will change to $0.000375 per share. No
fractional Ordinary Shares will be issued in connection with the
Reverse Stock Split, and any Shareholders of record who otherwise
would be entitled to receive a fraction of a share because they
hold a number of pre-split ordinary shares not evenly divisible by
the number of pre-split ordinary shares for which each post-split
ordinary share is to be exchanged shall be entitled to receive such
number of ordinary shares as rounded down to the nearest whole
share.
As of the Effective Time, proportional
adjustments will also be made to the number of Ordinary Shares
issuable upon the exercise of any outstanding stock options or
warrants, and the exercise prices and stock price targets of any
outstanding stock options, warrants, and equity awards will also be
proportionately adjusted, as applicable.
The Company's transfer agent, VStock Transfer,
LLC, will serve as the exchange agent for the Reverse Stock Split.
Registered stockholders holding pre-Reverse Stock Ordinary Shares
of the Company's electronically in book-entry form are not required
to take any action to receive post- reverse-split shares. Those
stockholders who hold their shares in brokerage accounts or in
"street name" will have their positions automatically adjusted to
reflect the Reverse Stock Split, subject to each brokers'
particular processes, and will not be required to take any action
in connection with the Reverse Stock Split.
Disclaimer: Forward-looking statements
Certain statements in this press release may
constitute “forward-looking statements” within the meaning of the
federal securities laws. Forward-looking statements generally
relate to future events, such as the expected timing of the reverse
stock split, the impact of the reverse stock split on the Company’s
share price, and the Company’s ability to meet the minimum per
share bid price requirement for continued listing on the Nasdaq
Stock Market. You are cautioned that such statements are not
guarantees of future performance and that JL’s actual results may
differ materially from those set forth in the forward-looking
statements. All of these forward-looking statements are subject to
risks and uncertainties that may change at any time. Factors that
could cause JL’s actual expectations to differ materially from
these forward-looking statements include JL’s ability to continue
to comply with applicable listing standards of the Nasdaq Stock
Market and the other factors under the heading “Risk Factors” set
forth in JL’s Annual Report on Form 20-F, and other filings made
with SEC. Such filings are available on our website or
at www.sec.gov. You should not place undue reliance on these
forward-looking statements, which are made only as of the date of
this press release. JL undertakes no obligation to publicly update
or revise forward-looking statements to reflect subsequent
developments, events, or circumstances, except as may be required
under applicable securities laws.
Hong Kong:
J-Long Group LimitedEdwin Chun Yin Wong, CEO and
Directorir@j-long.com +852 3693 2110
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