Vivos Inc. Announces 1-for-8 Reverse Stock Split
June 26, 2019 07:00 ET | Source: Vivos Inc.
Richland, WA, June 26, 2019 (GLOBE NEWSWIRE) -- Vivos Inc. (the “Company”) (OTC PINK: RDGL), a company engaged in the development and commercialization of minimally invasive brachytherapy treatments to combat cancer in animals and humans, today announced that it will effect a 1-for-8 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Split”), which Reverse Split was previously approved by the Company’s Board of Directors and stockholders via written consent. The Reverse Split will be effective as of 11:59 p.m. Eastern Time on June 25, 2019, and the Company’s common stock will begin trading on a post-split basis on June 26, 2019.
The Reverse Split will reduce the number of shares of the Company’s common stock currently issued and outstanding from approximately 1.42 billion shares to 177.7 million shares and reduce the shares issuable upon conversion of the Company’s convertible preferred stock from approximately 240 million to 30 million shares. Proportional adjustments will be made to the exercise prices of the Company’s outstanding options and warrants, as well as the number of shares issued and issuable under the Company’s incentive plan. Concurrently with the Reverse Split, the Company will also amend its Certificate of Incorporation, as amended (the “Charter”), to decrease the number of shares of common stock authorized for issuance thereunder from 2.0 billion to 950.0 million shares.
Information for Stockholders
Upon the effectiveness of the Reverse Split, each eight shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share. The Company will not issue any fractional shares in connection with the Reverse Split. Instead, shareholders entitled to fractional shares immediately after the Reverse Split will be issued cash in lieu of such fractional shares. The Reverse Split will not modify the rights or preferences of the Company’s common stock or preferred stock or change the amount of authorized preferred stock.
The Company’s transfer agent, Pacific Stock Transfer, will act as its exchange agent for the Reverse Split. Pacific Stock Transfer will provide stockholders of record holding certificates representing pre-split shares of the Company’s common stock as of the effective date a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers’ particular processes, and will not be required to take action in connection with the Reverse Split.
Additional information about the Reverse Split can be found in the Company’s definitive information statement filed with the Securities and Exchange Commission on May 22, 2019, a copy of which is also available at www.sec.gov.
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