Sonder Holdings Inc. (NASDAQ: SOND; “Sonder” or the “Company”)
today announced that it will effect a reverse stock split of its
common stock (including special voting common stock) at a reverse
stock split ratio of 1-for-20, effective as of the close of trading
on September 20, 2023 (the “Effective Time”), in order to regain
compliance with the minimum $1.00 bid price per share requirement
of Nasdaq’s Marketplace Rule 5450(a)(1). The Company’s common stock
is expected to begin trading on a reverse-split-adjusted basis on
Nasdaq as of the open of trading on September 21, 2023 under the
existing ticker symbol “SOND.”
The Company’s stockholders previously approved the reverse stock
split and granted the Company’s board of directors the authority to
determine the final reverse stock split ratio and when to proceed
with the reverse stock split at a Special Meeting of Stockholders
held on September 15, 2023. The Company has filed an amendment to
its Amended and Restated Certificate of Incorporation to effect the
reverse stock split at the ratio of 1-for-20 as of the Effective
Time.
The CUSIP number for the Company's common stock will change to
83542D 300 following the reverse stock split. The CUSIP number for
the Company’s publicly traded warrants will not change.
As of the Effective Time, every 20 shares of the Company’s
issued and outstanding common stock and every 20 shares of its
issued and outstanding special voting common stock will be combined
into one issued and outstanding share of common stock or one issued
and outstanding share of special voting common stock, respectively.
The total number of authorized shares of common stock will be
reduced from 400,000,000 to 20,000,000, and the total number of
authorized shares of special voting common stock will be reduced
from 40,000,000 to 2,000,000. The number of authorized shares of
preferred stock will remain unchanged at 250,000,000 shares, and
the par value of the Company’s common stock (including special
voting common stock) will remain unchanged at $0.0001 per share.
Any fractional shares of common stock that would otherwise be
issuable as a result of the reverse stock split will be paid out in
cash, with reference to the closing trading price of Sonder’s
common stock on the trading day immediately preceding the Effective
Time (as adjusted to give effect to the reverse stock split),
without interest.
As of the Effective Time, proportional adjustments will also be
made to the number of shares of common stock issuable upon the
exercise of the Company’s outstanding warrants and stock options
and the number of shares issuable pursuant to outstanding
restricted stock units, and the number of shares authorized and
reserved for issuance pursuant to the Company’s equity incentive
and employee stock purchase plans. The exercise prices and stock
price targets of outstanding stock options, warrants, and equity
awards will also be proportionately adjusted, as applicable.
Accordingly, with respect to the Company’s publicly traded warrants
trading under the symbol “SONDW,” every 20 warrants outstanding
immediately prior to the reverse stock split will be exercisable
for one share of common stock at an exercise price of $230.00 per
share, which is 20 times $11.50, the current exercise price per
share. Proportional adjustments will also be made to the number of
shares issuable pursuant to the Earn Out provided for in the
Company’s Agreement and Plan of Merger dated April 29, 2021, as
amended, and its Triggering Event share prices.
The outstanding exchangeable preferred shares of the Company’s
subsidiary, Sonder Canada Inc., will also be consolidated on a
1-for-20 basis to reflect the reverse stock split. Any fractional
interests in the exchangeable preferred shares will be paid out in
cash, applying the same per-share price applicable to the Company’s
common stock, and fractional interests in the related shares of
special voting common stock will be paid out in cash with reference
to their automatic redemption price as stated in the Company’s
certificate of incorporation.
The Company’s transfer agent, Computershare Trust Company, N.A.,
will serve as the exchange agent for the reverse stock split.
Registered stockholders holding pre-reverse-split shares of the
Company’s common stock electronically in book-entry form are not
required to take any action to receive post-reverse-split shares.
Those stockholders who hold their shares in brokerage accounts or
in “street name” will have their positions automatically adjusted
to reflect the reverse stock split, subject to each brokers’
particular processes, and will not be required to take any action
in connection with the reverse stock split.
Additional information about the reverse stock split can be
found in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on August 2, 2023, a copy of
which is available at www.sec.gov.
About Sonder
Sonder Holdings Inc. (NASDAQ: SOND) is revolutionizing
hospitality through innovative, tech-enabled service and inspiring,
thoughtfully designed accommodations combined into one seamless
experience. Launched in 2014, Sonder provides a variety of
accommodation options — from spacious rooms to fully-equipped
suites and apartments — found in over 40 markets spanning ten
countries and three continents. The Sonder app gives guests full
control over their stay. Complete with self-service features,
simple check-in and 24/7 on-the-ground support, amenities and
services at Sonder are just a tap away, making a world of better
stays open to all.
To learn more, visit www.sonder.com or follow Sonder on X
(Twitter), Instagram or LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the future effective date and
intended effects of the reverse stock split, including whether the
reverse stock split will increase the price, marketability,
liquidity, and investor appeal of the Company’s common stock and
the Company’s ability to maintain the listing of its common stock
on Nasdaq. Generally, statements that are not historical facts,
including statements concerning possible or assumed future actions,
business strategies, events, or results of operations, are
forward-looking statements. These statements may be preceded by,
followed by, or include the words “believes,” “estimates,”
“expects,” “projects,” “forecasts,” “may,” “will,” “aim,” “should,”
“seeks,” “plans,” “scheduled,” “anticipates,” “intends” or
“continue” or similar expressions.
Forward-looking statements involve risks and uncertainties that
may cause actual events, results, or performance to differ
materially from those indicated by such statements. These
forward-looking statements are based on Sonder management’s current
expectations and beliefs, as well as assumptions concerning future
events. However, there can be no assurance that the events,
results, or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and Sonder is not under any obligation
and expressly disclaims any obligation to update, alter, or
otherwise revise any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as required
by law.
Readers should carefully review the statements set forth in the
reports which Sonder has filed or will file from time to time with
the Securities and Exchange Commission (the “SEC”), in particular
the risks and uncertainties set forth in Sonder’s definitive proxy
statement filed with the SEC on August 2, 2023 under the heading
“Certain Risks Associated with a Reverse Stock Split” and the
sections of its SEC reports entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements,” for a description of
risks that could cause actual events, results or performance to
differ from those indicated in the forward-looking statements
contained herein. The documents filed by Sonder with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20230919269361/en/
Media: press@sonder.com
Investors: ir@sonder.com
Sonder (NASDAQ:SOND)
過去 株価チャート
から 10 2024 まで 11 2024
Sonder (NASDAQ:SOND)
過去 株価チャート
から 11 2023 まで 11 2024
