Authentidate Holding Corp. Announces Reverse Stock Split
22 Gennaio 2016 - 11:37PM
Common stock will begin trading on a
split-adjusted basis on January 25, 2016
Authentidate Holding Corp. (Nasdaq:ADAT) today announced a 1-for-9
reverse split of its common stock. The reverse stock split will
become effective at 5:00 p.m. Eastern Time today, January 22, 2016
and Authentidate’s common stock will begin trading on The NASDAQ
Capital Market on a split-adjusted basis when the market opens on
January 25, 2016.
The company’s board of directors will monitor market
developments impacting its common stock and will consider a forward
stock split in the future if circumstances warrant. The
purpose of the reverse stock split is to ensure that the price of
Authentidate’s common stock is increased to a level necessary for
the company to meet the initial listing application criteria of
NASDAQ. In accordance with these listing standards, we are required
to have a minimum bid price of our common stock of at least $4.00
upon the completion of our pending transaction with Peachstate
Health Management, LLC d/b/a AEON Clinical Laboratories (“AEON”).
As described in our definitive proxy statement dated December 10,
2015, the failure to satisfy such minimum bid price requirements
would subject the company to delisting from the NASDAQ Stock
Market. There can be no assurance that the reverse stock split will
have the desired effect of sufficiently raising the closing bid
price of Authentidate’s common stock or that the NASDAQ Stock
Market will otherwise approve the initial listing application.
The reverse stock split was approved by Authentidate’s
stockholders at a special meeting held on January 20, 2016 and the
board of directors was authorized to implement a reverse stock
split and determine the ratio of the split within a range of not
less than 1-for-2 or greater than 1-for-10. Thereafter, the board
of directors determined to fix the ratio for the reverse stock
split at 1-for-9. The common stock will continue to be
reported on the NASDAQ Capital Market under the symbol “ADAT,” and
the new CUSIP number for the company’s common stock following the
reverse stock split is 052666302.
At this special meeting of stockholders, the company’s
stockholders also approved an amendment to the certificate of
incorporation to restrict certain transfers of our common stock
that could result in an ownership change under Section 382 of
the Internal Revenue Code and, therefore, materially inhibit the
company’s ability to utilize its net operating losses under federal
tax laws. As a result, the company’s shares of common stock will be
subject to transfer restrictions such that holders of common stock
are restricted from attempting to transfer shares of common stock
to the extent that such transfer would either create or result
in an individual or entity becoming a 4.9-percent shareholder of
the common stock for purposes of Section 382 of the Internal
Revenue Code of 1986, or increase the stock ownership percentage of
any existing 4.9 percent shareholder.
At the effective time of the reverse stock split, every nine
shares of Authentidate’s issued and outstanding common stock will
be converted automatically into one issued and outstanding share of
common stock, without any change in the par value per share. The
reverse stock split will reduce the number of shares of
Authentidate’s common stock outstanding as of the record date for
the stockholders meeting from approximately 42.8 million to
approximately 4.75 million. In addition, the reverse stock split
will effect a proportionate adjustment to the per share exercise
price and the number of shares issuable upon the exercise or
settlement of all outstanding options and warrants to purchase or
acquire shares of Authentidate’s common stock, and the number of
shares reserved for issuance pursuant to Authentidate’s existing
equity incentive compensation plans were reduced proportionately.
The reverse split will also result in a proportionate adjustment to
the conversion price and number of shares of common stock issuable
upon the conversion of all outstanding shares of convertible
preferred stock and underlying all outstanding convertible debt
instruments. The number of authorized shares of the company’s
common stock will not be affected by the reverse stock split.
No fractional shares will be issued as a result of the reverse
stock split, and stockholders who otherwise would be entitled to a
fractional share will receive, in lieu thereof, a cash payment
based on the average closing sale price of shares of our common
stock for the ten trading days immediately prior to the effective
time of the reverse stock split as officially reported by NASDAQ.
Authentidate’s transfer agent, Continental Stock
Transfer & Trust Company, will provide instructions to
stockholders of record regarding the process for exchanging
shares.
Additional information regarding the reverse stock split and the
transfer restrictions can be found in Authentidate’s definitive
proxy statement filed with the Securities and Exchange Commission
on December 10, 2015, copies of which are available
at www.sec.gov or at www.authentidate.com under
the SEC filings tab located on the Investor Relations page.
About Authentidate Holding Corp.
Authentidate Holding Corp. is a provider of secure web-based
revenue cycle management applications and telehealth products and
services that enable healthcare organizations to coordinate care
for patients and enhance related administrative and clinical
workflows. Authentidate’s products and services enable healthcare
organizations to increase revenues, reduce costs and enhance
patient care by eliminating paper and manual work steps from
clinical and administrative processes. Authentidate’s telehealth
solutions combine patient vital signs monitoring with a web
application that streamlines patient care management. Delivered as
Software as a Service (SaaS), customers only require an Internet
connection and web browser to access our web-based applications
thereby utilizing previous investments in systems and technology.
The company’s healthcare customers and users include leading
homecare companies, health systems, physician groups and
governmental entities. These organizations utilize the company’s
products and services to coordinate care for patients outside of
acute-care.
Authentidate, Inscrybe and InscrybeMD are registered trademarks
of Authentidate Holding Corp. All other trade names are the
property of their respective owners.
For more information, visit the company’s website
at www.authentidate.com
This press release contains forward-looking statements within
the meaning of section 27A of the Securities Act of 1933 and
section 21E of the Securities Act of 1934. When used in this
release, the words “believe,” “anticipate,” “think,” “intend,”
“plan,” “will be,” “expect,” and similar expressions identify such
forward-looking statements. Such statements regarding future events
and/or the future financial performance of the company are subject
to certain risks and uncertainties, which could cause actual events
or the actual future results of the company to differ materially
from any forward-looking statement. Such risks and uncertainties
include, among other things, the availability of any needed
financing, the company’s ability to implement its business plan for
various applications of its technologies, the impact of
competition, the management of growth, and the other risks and
uncertainties that may be detailed from time to time in the
company’s reports filed with the Securities and Exchange
Commission. In light of the significant risks and uncertainties
inherent in the forward-looking statements included herein, the
inclusion of such statements should not be regarded as a
representation by the company or any other person that the
objectives and plans of the company will be achieved.
Authentidate Contacts:
James Carbonara, Hayden IR,
james@haydenir.com or (646) 755-7412
Brett Maas, Hayden IR,
Brett@haydenir.com or (646) 536-7331
Grafico Azioni Aeon Global Health (CE) (USOTC:AGHC)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Aeon Global Health (CE) (USOTC:AGHC)
Storico
Da Mag 2023 a Mag 2024