KWESST Announces Results of Special Shareholder Meeting

Rhea-AI Summary

KWESST Micro Systems (NASDAQ: KWE) announced the results of its special shareholder meeting held virtually on March 31, 2025. Shareholders approved a resolution authorizing the board to implement a share consolidation of up to 25:1 ratio.

The consolidation initiative aims to help KWESST regain compliance with Nasdaq's minimum bid price requirement under Listing Rule 5550(a)(2). The board will determine the final consolidation ratio and timing, pending regulatory approval.

Positive

• Shareholders approved the consolidation resolution, giving management flexibility to maintain Nasdaq listing
• Maximum 25:1 consolidation ratio provides significant room to adjust share price above minimum requirements

Negative

• Company faces potential delisting risk due to non-compliance with Nasdaq minimum bid price requirements
• Share consolidation will reduce the total number of outstanding shares, potentially affecting liquidity

Ottawa, Ontario--(Newsfile Corp. - April 1, 2025) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) (TSXV: KWE.WT.U) ("KWESST" or the "Company") today announced the results of its special meeting of shareholders (the "Meeting") held virtually via a Zoom video conference on March 31, 2025 at 4:00 PM (Eastern time). The Meeting was called as part of the Company's efforts to regain compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2).

At the Meeting, the shareholders of the Company were asked to approve a resolution (the "Consolidation Resolution"), authorizing, if deemed advisable by the board of directors, the consolidation of the issued and outstanding common shares of the Company on the basis of one share for a maximum of every twenty-five (25) Common Shares issued and outstanding (the "Consolidation"). The Consolidation Resolution was approved by a majority of the votes cast by the holders of common shares of the Company, either present in person or represented by proxy.

As a result of this approval, the board of directors of the Company will now consider the proper timing to implement the Consolidation, and expects to announce shortly the final share ratio of the Consolidation.

The Company believes that the Consolidation is in the best interests of shareholders as it will allow the Company to ensure continued compliance with the Nasdaq's Minimum Bid Price Requirements. The implementation of the Consolidation remains subject to regulatory approval.

About KWESST

KWESST (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) develops and commercializes breakthrough next-generation tactical systems for military and security forces. The company's current portfolio of offerings includes digitization of tactical forces for real-time shared situational awareness and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other KWESST products include countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with TAK.  The company also has a new proprietary non-lethal product line branded PARA OPSTM with application across all segments of the non-lethal market, including law enforcement.  The Company is headquartered in Ottawa, Canada with representative offices in London, UK and Abu Dhabi, UAE.

For more information, please visit https://kwesst.com/

Contact:
David Luxton, Chairman: luxton@kwesst.com
Sean Homuth, President and CEO: homuth@kwesst.com
Jason Frame, Investor Relations: frame@kwesst.com 587.225.2599

Neither the TSX Venture Exchange nor its respective Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release includes certain statements that may be deemed "forward-looking statements" within the meaning of Canadian and United States securities laws (collectively, "forward-looking statements"), which may be identified by the use of words such as "plans", "intends", "believes", "proposed", or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", or "will" be taken, occur or be achieved. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include: the anticipated positive effects of shareholder approval to the Consolidation Resolution and the ability of KWESST to maintain compliance with regulatory requirements following the Consolidation, notably the Mininum Bid Price Requirement; risks and uncertainties detailed from time to time in KWESST's filings with the Canadian Security Administrators and the United States Securities and Exchange Commission, and many other factors beyond the control of KWESST. Although KWESST has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and KWESST undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246871

FAQ

What was the purpose of KWESST's (KWE) special shareholder meeting on March 31, 2025?

The meeting was held to approve a share consolidation resolution to help regain compliance with Nasdaq's minimum bid price requirements.

What is the maximum share consolidation ratio approved for KWESST (KWE)?

Shareholders approved a maximum consolidation ratio of 25:1, meaning up to 25 existing shares could be consolidated into one new share.

When will KWESST (KWE) implement the share consolidation?

The timing of the consolidation implementation will be determined by the board of directors and announced shortly, subject to regulatory approval.

What regulatory requirement is KWESST (KWE) trying to meet with this consolidation?

KWESST is aiming to meet Nasdaq Listing Rule 5550(a)(2)'s minimum bid price requirement to maintain its listing.