CHESTERFIELD, Mo., Dec. 4,
2020 /PRNewswire/ -- Reliv International, Inc. (NASDAQ:RELV),
a developer and marketer of nutritional supplements that promote
optimal health, today announced an update to its plan to suspend
its obligations to file periodic and current reports and other
information with the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and to delist its common stock from trading on
the NASDAQ Stock Exchange as previously announced in a press
release on October 19, 2020.
December 21, 2020 will be the
effective date of the Company's 1-for-2,000 reverse stock split
(the "Reverse Split") of its Common Stock followed immediately by a
2,000 for 1 forward stock split (the "Forward Split") of its Common
Stock (collectively the "Stock Split"). The Stock Split was
previously approved by written consent of holders of a majority of
the Company's outstanding Common Stock. Interests in
fractional shares owned by stockholders owning fewer than 2,000
shares of Common Stock will be converted into the right to receive
a cash payment of $3.75 per share
owned by such stockholders prior to the Reverse Split. However, if
a registered stockholder holds 2,000 or more shares of Common Stock
in its account immediately prior to the Effective Date of the
Reverse Split, any fractional share in such account resulting from
the Reverse Split will not be cashed out and the total number of
shares held by such holder will not change as a result of the Stock
Split.
On December 4, 2020, the Company
notified NASDAQ of the Company's intent to voluntarily delist its
common stock from the NASDAQ Capital Market. On or about
December 21, 2020, the Company
intends to file with NASDAQ and the Commission a Form 25 relating
to the delisting of its common stock from the NASDAQ Capital
Market. It is anticipated that trading of the Company's common
stock on the Nasdaq Capital Market will be suspended the day after
the filing of the Form 25, and the delisting will become effective
ten days after the filing date of the Form 25. The Company
expects its common stock to be quoted and traded on the OTC Markets
after the filing of the Form 25, although it cannot assure that
this will be the case. After the delisting becomes effective,
the Company is expected to file a Form 15 with the Commission to
suspend the Company's reporting obligations under Section 15(d) of
the Exchange Act.
The Company made the decision to voluntarily delist and suspend
its reporting obligations under the Exchange Act after review and
careful consideration of the administrative burden and costs and
benefits of being a Nasdaq-listed, reporting company. The savings
derived from this delisting and suspension of reporting obligations
are expected to be material.
The Company has sent to all of its stockholders an Information
Statement on Schedule 14C (17 CFR §240.14c-101) (the "Information
Statement") and such information as may be required under Schedule
13E-3 (17 CFR §240.13e-100) (the "Schedule 13E-3"). The
Company will not be sending a proxy statement or seeking proxies
from our stockholders. Further information about the
Stock Split, the Company's intent to deregister its Common Stock
and delist from the NASDAQ Stock Exchange can be found in the
"Reverse Stock Split Summary" on the Company' website at
reliv.com/investor-relations.
About Reliv International, Inc.
Reliv International, based in Chesterfield, MO, develops and markets
nutritional supplements that promote optimal nutrition. Reliv
supplements address core nutrition, targeted solutions and
overall wellness and now include a line of RLV hemp extracts. Reliv
is the exclusive provider of LunaRich® products, which optimize
levels of lunasin, a soy peptide that works at the epigenetic
level to promote optimal health. The company sells its products
through an international direct selling system of independent
distributors in 13 countries. Learn more about Reliv
at reliv.com, or on Facebook,
Twitter or Instagram.
Statements made in this news release that are not historical
facts are "forward-looking" statements (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risks and
uncertainties and are subject to change at any time. These
forward-looking statements may include, but are not limited to,
statements containing words such as "may," "should," "could,"
"would," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential," "continue" or similar expressions. Factors
that could cause actual results to differ are identified in the
public filings made by Reliv with the Securities and Exchange
Commission. More information on factors that could affect Reliv's
business and financial results are included in its public filings
made with the Securities and Exchange Commission, including its
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
copies of which are available on the Company's web site,
reliv.com/investor-relations.
For more information, contact:
Steve
Albright
Chief Financial
Officer
(636) 733-1305
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SOURCE Reliv International, Inc.