AVCT Announces Intent to Effect Reverse Stock Split
Common Stock Will Begin Trading on a Split-Adjusted Basis on October 3, 2022
ATLANTA, Sept. 29, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) (the “Company”) today announces that it intends to effect a 1-for-15 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split will become effective on September 30, 2022 (the “Effective Time”) upon filing with the Delaware Secretary of State of an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”), and the Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on October 3, 2022. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “AVCT.” The new CUSIP number for the common stock following the Reverse Stock Split will be 030382204.
As previously disclosed, at the Company’s annual meeting of stockholders held on May 24, 2022, the Company’s stockholders voted to approve three alternative amendments to the Company’s Charter to effect a Reverse Stock Split of the Company’s common stock at a ratio of either 1-for-5, 1-for-10 or 1-for-15, with such ratio and the implementation and timing of such Reverse Stock Split to be determined by the Company’s board of directors. The board of directors subsequently approved the implementation of a 1-for-15 Reverse Stock Split.
As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to the Effective Time will be automatically reclassified as and converted into one-fifteenth (1/15) of a share of common stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share will instead be entitled to receive cash in lieu of such fractional share from the Company’s transfer agent, Continental Stock Transfer and Trust Company.
The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding warrants and preferred stock entitling their holders to purchase or obtain or convert into shares of our common stock will be adjusted, as required by the terms of these securities.
About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies (“AVCtechnologies”; Nasdaq: AVCT) now operates under the Kandy brand name. Kandy establishes and operates cloud-based communications marketplaces for telecom carriers, offering proprietary API Enablement services such as Microsoft Teams Direct Routing as a Service, and SIP Trunking as a Service capabilities. For more information, visit https://www.avctechnologies.com.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Reverse Stock Split and other future events and expectations described in this press release. The Company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the Company’s need for additional funding to continue as a going concern; the possibility that Nasdaq may delist the Company’s securities; changes in the Company’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which the Company operates; the Company’s substantial indebtedness; risks associated with the potential effects of COVID-19 on the Company’s business; risks that the recently-acquired Kandy Communications business will not be integrated successfully; ability to retain key personnel; and those factors discussed in the Company’s annual report on Form 10-K filed with the SEC on April 15, 2022 and quarterly report on Form 10-Q filed with the SEC on August 16, 2022, in each case under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this document. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.
American Virtual Cloud Technologies, Inc.
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