J-Long Group Limited Announces A Delay In the Record Date And Effective Time for the Share Consolidation/Reverse Stock Split Previously Announced

Rhea-AI Summary

J-Long Group (Nasdaq: JL) announced a delay in implementing its previously approved 1-for-10 share consolidation/reverse stock split, pending Nasdaq approval. The reverse split aims to increase the per-share market price to meet Nasdaq's minimum bid price requirement for continued listing. Once effective, every 10 shares will combine into one share, reducing authorized shares from 30,000,000 to 3,000,000, with a new par value of $0.00375. No fractional shares will be issued. The company's ticker symbol 'JL' will remain unchanged. VStock Transfer, will serve as the exchange agent, with automatic adjustments for both direct and brokerage-held shares.

Positive

• Shareholders previously approved the reverse stock split, showing support for the measure
• The move aims to maintain Nasdaq listing compliance

Negative

• Delay in implementing the reverse stock split pending Nasdaq approval
• Indicates potential stock price compliance issues with Nasdaq listing requirements
• 90% reduction in total authorized shares may limit future financing flexibility

Insights

Financial Analyst

This reverse stock split announcement represents a important defensive move to maintain Nasdaq listing compliance. The 1-for-10 consolidation will artificially boost the share price by reducing outstanding shares from 30M to 3M authorized shares. While this doesn't change the company's fundamental value or market cap, it's concerning that JL needs this measure to meet minimum bid requirements.

The delay in implementation pending Nasdaq approval adds uncertainty to the timeline. For existing shareholders, while their ownership percentage remains unchanged, the mechanics of the split may result in some holders losing fractional shares through rounding down. The proportional adjustments to options and warrants maintain relative values but could impact trading liquidity.

Hong Kong, Dec. 02, 2024 (GLOBE NEWSWIRE) -- J-Long Group Limited (Nasdaq: JL), a Hong Kong based and established distributor of reflective and non-reflective garment trims including, among others, heat transfers, fabrics, woven labels and tapes, sewing badges, piping, zipper pulls and drawcords, today announced today that it is delaying the record date and effective time for the proposed share consolidation ("Reverse Stock Split") of its Ordinary Shares at a ratio of 1-for-10, until it receives approval to proceed from the Nasdaq Stock Market. The Company's Ordinary Shares, both before and after the Reverse Stock Split, will continue to trade under the existing ticker symbol "JL."

The Company's members (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 November 18, 2024. The Company will file an Amendment to its Memorandum and Articles of Association to effect the share consolidation/reverse stock split at the ratio of 1-for-10 when the record date and effective time have been set following Nasdaq approval.

The primary goal of the Reverse Stock Split is to increase the per share market price of the Company’s Ordinary Shares to meet the minimum per share bid price requirement for continued listing on the Nasdaq Stock Market.

The CUSIP number for the Company’s Ordinary Shares will change following the reverse stock split.

As of the effective time, every 10 shares of the Company's issued and outstanding Ordinary Shares will be combined into one issued and outstanding Ordinary Share. The total number of authorized Ordinary Shares will be reduced from 30,000,000 to 3,000,000, and the par value will change to $0.000375 per share. No fractional Ordinary Shares will be issued in connection with the Reverse Stock Split, and any Shareholders of record who otherwise would be entitled to receive a fraction of a share because they hold a number of pre-split ordinary shares not evenly divisible by the number of pre-split ordinary shares for which each post-split ordinary share is to be exchanged shall be entitled to receive such number of ordinary shares as rounded down to the nearest whole share.

As of the Effective Time, proportional adjustments will also be made to the number of Ordinary Shares issuable upon the exercise of any outstanding stock options or warrants, and the exercise prices and stock price targets of any outstanding stock options, warrants, and equity awards will also be proportionately adjusted, as applicable.

The Company's transfer agent, VStock Transfer, LLC, will serve as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-Reverse Stock Ordinary Shares of the Company's 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.

Disclaimer: 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 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 JL 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 JL 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 that JL has filed or will file from time to time with the Securities and Exchange Commission (the "SEC"). The documents filed by JL with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

Hong Kong:

J-Long Group Limited

Edwin Chun Yin Wong, CEO and Director
ir@j-long.com +852 3693 2110

FAQ

What is the ratio of J-Long Group's (JL) planned reverse stock split?

J-Long Group's planned reverse stock split ratio is 1-for-10, meaning every 10 shares will be combined into one share.

When was J-Long Group's (JL) reverse stock split approved by shareholders?

J-Long Group's reverse stock split was approved by shareholders at a Special Meeting of Stockholders held on November 18, 2024.

Why is J-Long Group (JL) implementing a reverse stock split?

J-Long Group is implementing the reverse stock split to increase its per share market price to meet Nasdaq's minimum bid price requirement for continued listing.

How will J-Long's (JL) authorized shares change after the reverse split?

J-Long's authorized shares will be reduced from 30,000,000 to 3,000,000 following the reverse stock split.