Clever Leaves Announces 1-For-30 Reverse Stock Split to Aid Compliance with Nasdaq Listing Requirements
2023年8月24日 - 9:00PM
Clever Leaves Holdings Inc. (NASDAQ: CLVR, CLVRW) (“Clever Leaves”
or the “Company”), a global medicinal cannabis company, announced
that its Board of Directors has approved a 1-for-30 reverse split
of its common shares (the “Reverse Share Split”). The Reverse Share
Split will take effect at approximately 5:00 p.m. Eastern Time on
August 24, 2023.
As a result of the Reverse Share Split, every 30
common shares of the Company will automatically be converted into
one common share, reducing the number of issued and outstanding
common shares from approximately 45.7 million to approximately 1.5
million, based on the number of shares outstanding as of August 10,
2023. No fractional shares will be issued in connection with the
Reverse Share Split. Instead, pursuant to the Business
Corporations Act (British Columbia), each fractional share
remaining after completion of the Reverse Share Split that is less
than half of a whole share will be rounded down to the nearest
whole common share without consideration to the holders thereof and
each fractional share that is at least half of a whole share will
be rounded up to one whole share. The Reverse Share Split will
apply to all of the Company’s outstanding common shares. The
Reverse Share Split will not affect any shareholder’s ownership
percentage, except for changes as a result of the elimination of
fractional shares and will not alter the voting rights or other
rights attached to the shares.
Clever Leaves expects its common shares to
commence trading on a split-adjusted basis as of the open of
trading on August 25, 2023. The Company’s common shares will trade
under a new CUSIP number, 186760203, following the effectiveness of
the Reverse Share Split.
Shareholders of record will receive information
from Computershare Investor Services Inc., the Company’s transfer
agent, regarding their share ownership following the Reverse Share
Split. Shareholders who hold their shares in brokerage accounts or
in “street name” are not required to take any action in connection
with the Reverse Share Split.
For more information on the Reverse Share Split,
please refer to the Company’s Form 10-Q filed with the U.S.
Securities and Exchange Commission (the “SEC”) on August 14, 2023,
or the Company’s Current Report of Form 8-K filed with the SEC on
August 24, 2023, or contact Computershare Investor Services
Inc.
About Clever Leaves Holdings
Inc.Clever Leaves is a global medical cannabis company.
Its operations in Colombia produce EU GMP cannabinoid active
pharmaceutical ingredients (API) and finished products in flower
and extract form to a growing base of B2B customers around the
globe. Clever Leaves aims to disrupt the traditional cannabis
production industry by leveraging environmentally sustainable,
ESG-friendly, industrial-scale and low-cost production methods,
with the world’s most stringent pharmaceutical quality
certifications. Clever Leaves announces material information to the
public through a variety of means, including filings with the SEC,
press releases, public conference calls, and its website
(https://cleverleaves.com). Clever Leaves uses these channels, as
well as social media, including its Twitter account
(@clever_leaves), and its LinkedIn page
(https://www.linkedin.com/company/clever-leaves), to communicate
with investors and the public about Clever Leaves, its products,
and other matters. Therefore, Clever Leaves encourages investors,
the media, and others interested in Clever Leaves to review the
information it makes public in these locations, as such information
could be deemed to be material information. Information on or that
can be accessed through Clever Leaves’ websites or these social
media channels is not part of this release, and references to
Clever Leaves’ website addresses and social media channels are
inactive textual references only.
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 “aim,” “anticipate,” “believe,”
“can,” “continue,” “could,” “estimate,” “evolve,” “expect,”
“forecast,” “future,” “guidance,” “intend,” “may,” “opportunity,”
“outlook,” “pipeline,” “plan,” “predict,” “potential,” “projected,”
“seek,” “seem,” “should,” “will,” “would” and similar expressions
(or the negative versions of such words or expressions) that
predict or indicate future events or trends or that are not
statements of historical matters. Such forward-looking statements
as well as our outlook for 2023 are subject to risks and
uncertainties, which could cause actual results to differ from the
forward-looking statements. Important factors that may affect
actual results or the achievability of the Company’s expectations
include, but are not limited to: (i) our ability to continue as a
going concern; (ii) our ability to maintain the listing of our
securities on Nasdaq; (iii) our expectation that the reverse share
split will bring us into compliance with Nasdaq's listing rules;
(iv) our ability to implement our restructuring initiatives; (v)
expectations with respect to future operating and financial
performance and growth, including if or when Clever Leaves will
become profitable; (vi) Clever Leaves’ ability to execute its
business plans and strategy and to receive regulatory approvals
(including its goals in its five key markets); (vii) Clever Leaves’
ability to capitalize on expected market opportunities, including
the timing and extent to which cannabis is legalized in various
jurisdictions; (viii) global economic and business conditions,
including recent economic sanctions against Russia and their
effects on the global economy; (ix) geopolitical events (including
the ongoing military conflict between Russia and Ukraine), natural
disasters, acts of God and pandemics, including the economic and
operational disruptions and other effects of COVID-19; (x)
regulatory developments in key markets for the Company's products,
including international regulatory agency coordination and
increased quality standards imposed by certain health regulatory
agencies, and failure to otherwise comply with laws and
regulations; (xi) uncertainty with respect to the requirements
applicable to certain cannabis products as well as the
permissibility of sample shipments, and other risks and
uncertainties; (xii) consumer, legislative, and regulatory
sentiment or perception regarding Clever Leaves’ products; (xiii)
lack of regulatory approval and market acceptance of Clever Leaves’
new products which may impede its ability to successfully
commercialize its products; (xiv) the extent to which Clever
Leaves’ is able to monetize its existing THC market quota within
Colombia; (xv) demand for Clever Leaves’ products and Clever
Leaves’ ability to meet demand for its products and negotiate
agreements with existing and new customers, including the sales
agreements identified as a part of the Company’s 2023 strategic
growth objectives; (xvi) developing product enhancements and
formulations with commercial value and appeal; (xvii) product
liability claims exposure; (xviii) lack of a history and experience
operating a business on a large scale and across multiple
jurisdictions; (xix) limited experience operating as a public
company; (xx) changes in currency exchange rates and interest
rates; (xxi) weather and agricultural conditions and their impact
on the Company’s cultivation and construction plans, (xxii) Clever
Leaves’ ability to hire and retain skilled personnel in the
jurisdictions where it operates; (xxiii) Clever Leaves’ ability to
remediate a material weakness in its internal control cover
financial reporting and to develop and maintain effective internal
and disclosure controls; (xxiv) potential litigation; (xxv) access
to additional financing; and (xxvi) completion of our construction
initiatives on time and on budget. The foregoing list of factors is
not exclusive. Additional information concerning certain of these
and other risk factors is contained in Clever Leaves’ most recent
filings with the SEC. All subsequent written and oral
forward-looking statements concerning Clever Leaves and
attributable to Clever Leaves or any person acting on its behalf
are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Clever Leaves expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in its expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Clever Leaves Investor
Inquiries:Cody Slach or Jackie KeshnerGateway Group,
Inc.+1-949-574-3860CLVR@Gateway-grp.com
Clever Leaves Press Contact:Maria PetsanasKCSA
Strategic Communications+1-917-692-6673cleverleaves@kcsa.com
Clever Leaves Commercial
Inquiries:Andrew MillerHead of Global Business
Development+1-416-817-1336andrew.miller@cleverleaves.com
Clever Leaves (NASDAQ:CLVR)
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Clever Leaves (NASDAQ:CLVR)
過去 株価チャート
から 9 2023 まで 9 2024