- Announces intent to elect to voluntarily file on U.S. domestic
issuer forms with the SEC beginning with its Q1 2024 results and
establish its global headquarters in New York City
- Announces plans for a reverse split of its ordinary shares
expected in Q1 2024, approved by its Board of Directors for a range
between 1-for-10 to 1-for-15, subject to shareholder approval
- Expects preliminary full-year 2023 Network Volume and Adjusted
EBITDA to exceed the high end of full-year 2023 outlook ranges, and
expects preliminary Total Revenue and Other Income to be in line
with full-year 2023 outlook range
Pagaya Technologies Ltd. (NASDAQ: PGY) (“Pagaya”, the “Company”
or “we”), a global technology company delivering artificial
intelligence infrastructure for the financial ecosystem, today
announced several initiatives to enhance the marketability of its
stock and provide increased disclosure and transparency of its
business and performance, including its intent to elect to
voluntarily file on U.S. domestic issuer forms with the Securities
and Exchange Commission (“SEC”) beginning with its first quarter
2024 results, as well as relocate its corporate headquarters to New
York City. In addition, the Company’s Board of Directors approved a
proposal, to be submitted to shareholders for approval at a special
meeting, to authorize the Board to effect a reverse split (the
“Reverse Split”) of its ordinary shares, at a proposed range
between 1-for-10 and 1-for-15. The Reverse Split is expected to be
effected in the first quarter of 2024, with the final ratio to be
determined by the Board after shareholder approval. The Company
also today announced expectations for certain preliminary,
unaudited financial results for the year ended December 31, 2023,
with its final fourth quarter and full-year 2023 results expected
to be announced on February 21, 2024.
“Our preliminary results for full-year 2023 demonstrate the
strength of our powerful two-sided network and differentiated
product offerings for lenders and investors,” said Gal Krubiner,
co-founder and CEO of Pagaya Technologies. “As we continue on our
journey as a public company, we are implementing several strategic
actions to improve our stock’s marketability, further aligning our
business with U.S. capital market practices and bolstering our
ability to enhance long-term shareholder value. These actions
include enhancing disclosure of our business and performance on a
quarterly and annual basis, relocating our global headquarters to
the U.S. and a proposal to execute a reverse split of our ordinary
shares. We look forward to discussing these details further during
our upcoming earnings conference call in February.”
Preliminary Fiscal Year 2023 Financial Results
- Full-year 2023 Network Volume expected to exceed the high end
of the Company’s previously announced outlook range of $8.0 billion
to $8.2 billion;
- Full-year 2023 Total Revenue and Other Income expected to be in
line with the Company’s previously announced outlook range of $800
million to $825 million; and
- Full-year 2023 Adjusted EBITDA expected to exceed the high end
of the Company’s previously announced outlook range of $65 million
to $75 million.
The preliminary 2023 financial information presented in this
press release has not been audited and is subject to change. The
Company expects to announce its final fourth quarter and full-year
2023 financial results before market open on Wednesday, February
21, 2024.
Voluntarily elect to file on U.S. domestic issuer forms,
relocate global HQ to NYC
The Company is also announcing that, beginning with the
Company’s earnings release for the quarter ending March 31, 2024
(expected to be issued in May 2024), it expects to begin filing on
U.S. domestic issuer forms, including Forms 10-Q, 10-K, and 8-K,
with the SEC on a voluntary basis as a foreign private issuer.
Pagaya also plans to relocate its corporate headquarters to its
current New York City office in the first quarter of 2024, as the
U.S. is where it conducts its business, generates the majority of
its revenue, and where all of its lending partners are domiciled.
The Company believes these actions will further enhance
transparency of its business and results and provide consistency
and comparability with other U.S. public companies, while also
increasing the likelihood of its inclusion in U.S. equity
indices.
Plans for a Reverse Split of Ordinary Shares
Pagaya’s Board of Directors has approved a proposal, to be
submitted to shareholders for approval at a special meeting, to
authorize the Board to effect a reverse split of its ordinary
shares. The reverse split proposal includes a proposed range
between 1-for-10 and 1-for-15. The final ratio will be determined
by the Board after shareholder approval.
The Company believes a reverse stock split will help facilitate
a broader range of investment opportunities, including from
potential strategic and/or institutional investors, as it allows
the stock to exceed price thresholds for certain institutional
investors and comply with minimum price criteria set forth by large
U.S. equity indices.
Completion of the proposed Reverse Split is subject to market
and other customary conditions, including obtaining shareholder
approval. There are no assurances that the Reverse Split will be
completed or that it will achieve its intended effects. Even after
shareholder approval, the Board will reserve the right to elect not
to proceed with the Reverse Split if it determines that
implementing it is no longer in the best interests of the Company
and its shareholders.
About Pagaya Technologies
Pagaya (NASDAQ: PGY) is a global technology company making
life-changing financial products and services available to more
people nationwide. By using machine learning, a vast data network
and a sophisticated AI-driven approach, Pagaya provides
comprehensive consumer credit and residential real estate solutions
for its partners, their customers, and investors. Its proprietary
API and capital solutions integrate into its network of partners to
deliver seamless user experiences and greater access to the
mainstream economy. Pagaya has offices in New York and Tel Aviv.
For more information, visit pagaya.com.
Cautionary Note About Forward-Looking Statements
This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
that involve risks and uncertainties. These forward-looking
statements generally are identified by the words “anticipate,”
“believe,” “continue,” “can,” “could,” “estimate,” “expect,”
“intend,” “may,” “opportunity,” “future,” “strategy,” “might,”
“outlook,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “strive,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. All statements other
than statements of historical fact are forward-looking statements,
including statements regarding: the Company’s strategy and future
operations, including the Company’s preliminary results for Network
Volume, Total Revenue and Other Income and Adjusted EBITDA for the
fourth quarter 2023 and full year 2023; the Company’s plan to
relocate its headquarters; the Company’s intention to file on U.S.
domestic issuer forms starting with the Company’s quarter ending
March 31, 2024; the approval and implementation of a reverse share
split; the ability of these aforementioned actions to help enhance
transparency of the Company’s business and provide consistency and
comparability with other U.S. public companies, while also
potentially increasing the likelihood of its inclusion in U.S.
equity indices; and the ability of a reverse split of the Company’s
ordinary shares to help facilitate a broader range of investment
opportunities. These forward-looking statements involve known and
unknown risks, uncertainties and other important factors that may
cause the Company's actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Risks, uncertainties and assumptions include factors
relating to: the Company's ability to attract new partners and to
retain and grow its relationships with existing partners to support
the underlying investment needs for its securitizations and funds
products; the need to maintain a consistently high level of trust
in its brand; the concentration of a large percentage of its
investment revenue with a small number of partners and platforms;
its ability to sustain its revenue growth rate or the growth rate
of its related key operating metrics; its ability to improve,
operate and implement its technology, its existing funding
arrangements for the Company and its affiliates that may not be
renewed or replaced or its existing funding sources that may be
unwilling or unable to provide funding to it on terms acceptable to
it, or at all; the performance of loans facilitated through its
model; changes in market interest rates; its securitizations,
warehouse credit facility agreements; the impact on its business of
general economic conditions, including, but not limited to rising
interest rates, inflation, supply chain disruptions, exchange rate
fluctuations and labor shortages; the effect of and uncertainties
related to the COVID-19 pandemic (including any government
responses thereto); its ability to realize the potential benefits
of past or future acquisitions; anticipated benefits and savings
from our recently announced reduction in workforce; changes in the
political, legal and regulatory framework for AI technology,
machine learning, financial institutions and consumer protection;
the ability to maintain the listing of our securities on Nasdaq;
the financial performance of its partners, and fluctuations in the
U.S. consumer credit and housing market; its ability to grow
effectively through strategic alliances; seasonal fluctuations in
our revenue as a result of consumer spending and saving patterns;
pending and future litigation, regulatory actions and/or compliance
issues including with respect to the merger with EJF Acquisition
Corp.; and other risks that are described in and the Company’s Form
20-F filed on April 20, 2023 and subsequent filings with the U.S.
Securities and Exchange Commission. These forward-looking
statements reflect the Company's views with respect to future
events as of the date hereof and are based on assumptions and
subject to risks and uncertainties. Given these uncertainties,
investors should not place undue reliance on these forward-looking
statements. The forward-looking statements are made as of the date
hereof, reflect the Company’s current beliefs and are based on
information currently available as of the date they are made, and
the Company assumes no obligation and does not intend to update
these forward-looking statements.
Preliminary Financial Information
The preliminary financial information presented in this press
release are based on management’s preliminary, unaudited analysis
of financial results for the three months and year ended December
31, 2023 as of the date of this release and subject to change as a
result of the completion of the Company’s standard financial and
operating closing procedures and customary audit procedures. As of
the date of this press release, the Company has not completed its
financial statement closing process for the three months and year
ended December 31, 2023, and the company’s independent registered
accounting firm has not audited the preliminary financial data
discussed in this press release. As we complete our quarter and
year end close process and finalize our financial statements for
the quarter, it is possible that we may identify items that require
adjustments to the preliminary financial information set forth
above, and those changes could be material. We do not intend to
update this preliminary financial information prior to the release
of final fourth quarter and full year results in February 2024. As
a result, the preliminary financial information above constitute
forward-looking information and are subject to risks and
uncertainties, including possible adjustments, which may cause the
Company’s actual results to be different from those set forth above
and the differences could be material. Accordingly, you should not
place undue reliance on this preliminary financial information.
Non-GAAP Financial Measures
This press release references the following non-GAAP financial
measures: Adjusted EBITDA. See our Q3 2023 earnings release press
release posted on our Investor Relations website for information
regarding non-GAAP financial measures. We do not provide a
reconciliation for non-GAAP estimates on a forward-looking basis
where we are unable to provide a meaningful calculation or
estimation of reconciling items and the information is not
available without unreasonable effort. This is due to the inherent
difficulty of forecasting the timing or amount of various items
that would impact the most directly comparable forward-looking U.S.
GAAP financial measure that have not yet occurred, are out of the
Company’s control and/or cannot be reasonably predicted.
Forward-looking non-GAAP financial measures provided without the
most directly comparable U.S. GAAP financial measures may vary
materially from the corresponding U.S. GAAP financial measures.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240116166586/en/
Investors & Analysts Jency John Head of Investor
Relations ir@pagaya.com
Media & Press Emily Passer Head of PR & External
Communications press@pagaya.com
Pagaya Technologies (NASDAQ:PGY)
過去 株価チャート
から 5 2024 まで 6 2024
Pagaya Technologies (NASDAQ:PGY)
過去 株価チャート
から 6 2023 まで 6 2024