ELSE NUTRITION ANNOUNCES SHARE CONSOLIDATION
Rhea-AI Summary
ELSE NUTRITION (OTCQX:BABYF / TSX:BABY) approved a 1-for-10 share consolidation effective at market open on November 6, 2025. The consolidation will reduce issued and outstanding common shares from 374,114,284 pre-consolidation to approximately 37,411,430 post-consolidation, subject to rounding.
Proportionate adjustments will apply to outstanding stock options, warrants, and other convertibles. New CUSIP 290257500 and ISIN CA2902575000 will apply. Fractional shares will be rounded down if <0.5 and rounded up if ≥0.5. Registered shareholders in certificated form will receive a letter of transmittal from Computershare; DRS holders will receive automatic post-consolidation DRS statements. Non-registered holders should consult their intermediaries. Warrant holders will be notified under the applicable warrant indentures.
Positive
- Outstanding common shares reduced by ~90% to ~37.4M post-consolidation
- Post-consolidation trading to commence on Nov 6, 2025 on TSX under symbol BABY
- Proportionate adjustments made to stock options, warrants, and convertibles
Negative
- Fractional interests <0.5 will be rounded down, possibly reducing small holdings
- Registered shareholders must complete a letter of transmittal to exchange certificates, creating administrative steps
News Market Reaction 1 Alert
On the day this news was published, BABYF declined 8.70%, reflecting a notable negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
The common shares will continue to be listed on the TSX under the symbol "BABY" on a post-consolidation basis under the new CUSIP and new ISIN numbers, 290257500 and CA2902575000, respectively.
As a result of the share consolidation the number of issued and outstanding common shares of the Company will be reduced from 374,114,284 pre-consolidation common shares to approximately 37,411,430 post-consolidation common shares, subject to adjustments for rounding. Proportionate adjustments have been made to the Company's outstanding stock options, warrants, and other convertible securities. No fractional common shares will be issued as a result of the share consolidation. Any fractional interest in common shares that is less than 0.5 of a common share resulting from the share consolidation will be rounded down to the nearest whole common share, and any fractional interest in common shares that is equal to or greater than 0.5 of a common share will be rounded up to the nearest whole common share.
The Company's registered shareholders holding their common shares in certificated form will receive a letter of transmittal from Computershare Investor Services Inc., the Company's transfer agent, in respect to the share consolidation, which each registered shareholder will need to sign and complete. The letter of transmittal will contain instructions to registered shareholders on how to surrender the certificates representing their pre-consolidation common shares and authorize Computershare to issue a direct registration advice(s) (DRS) representing their post-consolidation common shares. The Company's registered shareholders whose common shares are represented by a DRS statement will not be required to complete and sign a letter of transmittal, and a DRS statement representing their post-consolidation common shares will automatically be issued to those registered shareholder by Computershare.
Non-registered shareholders who hold their common shares through an intermediary such as a bank, trust company, securities dealer or broker should note that these intermediaries may have their own procedures for processing the share consolidation which may differ from those described above for registered shareholders. Non-registered shareholders who have questions should contact their intermediary for more information.
Registered holders of the Company's warrants issued on October 20, 2021, will be given notice of the effect of the share consolidation pursuant to the Warrant Indenture dated October 20, 2021 between the Company and Computershare. Registered holders of the Company's warrants issued on June 29, 2022, will be given notice of the effect of the share consolidation pursuant to the Warrant Indenture dated June 29, 2022.
About Else Nutrition Holdings Inc.
Else Nutrition Holdings Inc. is a food and nutrition company in the international expansion stage focused on developing innovative, clean, and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy formula is a clean-ingredient alternative to dairy-based formulas. Since launching its Plant-Based Complete Nutrition for Toddlers, made of whole foods, almonds, buckwheat, and tapioca, the brand has received thousands of powerful testimonials and reviews from parents, gained national retailer support, and achieved rapid sales growth.
Awards and Recognition:
- "2017 Best Health and Diet Solutions" award at
Milan's Global Food Innovation Summit - #1 Best Seller on Amazon in the Fall of 2020 in the New Baby & Toddler Formula Category
- "Best Dairy Alternative" Award 2021 at World Plant-Based Expo
- Nexty Award Finalist at Expo West 2022 in the Plant-Based lifestyle category
- During September 2022, Else Super Cereal reached the #1 Best Seller in Baby Cereal across all brands on Amazon
For more information, visit www.elsenutrition.com or @elsenutrition on Facebook and Instagram.
Caution Regarding Forward-Looking Statements
This news release contains statements that may constitute "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "will" or similar expressions. Forward-looking statements in this news release include but are not limited to, statements relating to current intent, belief, and expectations with respect to: the trading of the post-consolidation shares on the TSX and the expected timing thereof, the number of post-consolidation shares following the share consolidation, and the timing and process for issuing post-consolidation shares. These forward-looking statements are made as of the date of this news release. Such forward-looking statements reflect current estimates, beliefs and assumptions, which are based on management's perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Although the Company believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, variations in market conditions; currency exchange rates; the Company's ability to obtain any necessary permits, consents or authorizations required for its activities; the Company's ability to access further funding, to continue its projected growth, or to be fully able to implement its business strategies. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's expectations only as of the date of this news release. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE Else Nutrition Holdings Inc.
FAQ
What is the consolidation ratio for ELSE NUTRITION (OTCQX:BABYF) announced November 3, 2025?
How many shares will ELSE NUTRITION have after the November 2025 consolidation?
Will ELSE NUTRITION adjust stock options and warrants for the 1-for-10 consolidation?
What happens to fractional shares after ELSE NUTRITION's consolidation on November 6, 2025?
Do registered shareholders of ELSE NUTRITION need to take action for the consolidation?
Will ELSE NUTRITION continue trading under the same TSX symbol after the consolidation?
