8-K: Reviv3 Procare Implements 1-for-20 Reverse Stock Split to Pursue NYSE American Listing

Reviv3 Procare Company has enacted a 1-for-20 reverse stock split of its common stock, effective January 16, 2024, to meet the minimum share price requirements for a potential listing on the NYSE American stock exchange.

Summary

• Reviv3 Procare Company has completed a 1-for-20 reverse stock split of its common stock.
• The reverse stock split was effective as of 12:01 a.m. Eastern Time on January 16, 2024.
• Every twenty shares of the company's issued common stock were combined into one share.
• The reverse stock split was implemented to meet the minimum share price requirements for a potential listing on the NYSE American stock exchange.
• The company's common stock will begin trading on a post-split basis under the existing ticker symbol RVIV with a temporary 'D' appended to signify the reverse split.
• The new CUSIP number for the company's common stock post-reverse stock split is 76151R206.
• The reverse stock split will reduce the number of outstanding shares from 117,076,949 to 5,853,936, subject to adjustments for rounding of fractional shares.
• Fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.
• Proportionate adjustments will be made to the exercise prices and number of shares issuable under the company's equity incentive plan, and the number of shares underlying outstanding equity awards.
• The conversion provisions of the company's Series A Preferred Stock will also be proportionately adjusted.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the company's efforts to list on the NYSE American and rebrand. However, it also acknowledges the risks and uncertainties associated with the reverse stock split and listing process.

Positives

• The reverse stock split is a step towards a potential listing on the NYSE American stock exchange, which could increase the company's visibility and broaden awareness in the financial community.
• A NYSE American listing could provide shareholders with greater liquidity and enhance shareholder value.
• The company is preparing for a corporate rebranding to AXIL Brands, Inc. in connection with the anticipated exchange listing.
• The company plans to introduce new hearing enhancement and protection products this calendar year.

Negatives

• There is no guarantee that the reverse stock split will increase the price of the common stock or that the company will meet all the requirements for its NYSE American listing.
• The reverse stock split will reduce the number of outstanding shares, which could potentially impact trading volume.

Risks

• The reverse stock split may not be successful in increasing the per share market price of the company's common stock.
• There is no assurance that the company will meet all the requirements for its NYSE American listing.
• The company's future performance may differ materially from forward-looking statements due to various risks and uncertainties.

Future Outlook

The company intends to pursue a listing on the NYSE American stock exchange and rebrand as AXIL Brands, Inc. They also plan to introduce new hearing enhancement and protection products this calendar year. However, there is no guarantee that the listing will be successful.

Management Comments

• Reviv3 CEO, Jeff Toghraie, stated that the reverse split represents another major step toward the company's common stock being traded on a listed U.S. exchange.
• Jeff Toghraie believes a NYSE American listing will elevate the company's visibility and broaden awareness of its success in the financial community, particularly with institutional and retail investors, and provide shareholders with greater liquidity and enhance shareholder value.

Industry Context

Reverse stock splits are a common strategy for companies seeking to meet the minimum share price requirements for listing on major stock exchanges. This move by Reviv3 is consistent with other companies aiming to increase their visibility and access to capital markets.

Comparison to Industry Standards

• Many companies, particularly smaller cap companies, have used reverse stock splits to meet listing requirements on exchanges like the NYSE American.
• For example, companies like FuelCell Energy (FCEL) and Ocugen (OCGN) have recently undergone reverse stock splits to maintain their listing status on the Nasdaq.
• The 1-for-20 ratio is a relatively common ratio for reverse stock splits, although the specific ratio is determined by the company's needs and share price.
• The goal of increasing the share price to meet the $3.00 minimum is a standard requirement for NYSE American listings.

Stakeholder Impact

• Shareholders will see a reduction in the number of shares they own, but their percentage ownership will remain the same, except for fractional shares which will be rounded up.
• The potential NYSE American listing could increase the value of the shares and provide greater liquidity for shareholders.
• The rebranding to AXIL Brands, Inc. may impact brand perception and customer loyalty.
• The introduction of new products could impact customers and suppliers.

Next Steps

• The company will continue to take steps to satisfy other requirements for its NYSE American listing.
• The company will rebrand to AXIL Brands, Inc.
• The company will introduce new hearing enhancement and protection products this calendar year.

Key Dates

Keywords

reverse stock split, NYSE American, listing, common stock, share price, AXIL Brands, hearing protection, Reviv3 Procare