NFT LTD. ANNOUNCES 1 FOR 50 REVERSE SHARE SPLIT
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The announcement of a reverse stock split by NFT Ltd. is a significant event that warrants a detailed financial analysis. A reverse split is typically employed by companies seeking to boost their stock price, often to maintain compliance with exchange listing requirements or to appear more attractive to investors. In this case, a 1 for 50 ratio is quite substantial, which indicates that the company is attempting a dramatic adjustment to its stock's market perception.
From a financial perspective, the reverse split does not inherently change the company's market capitalization, as it is a cosmetic change. However, it can have psychological effects on the market, potentially making the stock more appealing to institutional investors who may shy away from lower-priced shares. Additionally, the reduction in the number of shares outstanding could lead to increased volatility due to a lower float. Investors should monitor the stock's liquidity and the potential impact on its bid-ask spread post-split.
It is also important to consider the implications for stock options and restricted shares. The proportional adjustment ensures that the value of these instruments is maintained, but the higher post-split price could affect the liquidity and marketability of these options. Investors holding options should re-evaluate their strategies in light of the new exercise prices and share quantities.
Examining the reverse stock split by NFT Ltd. from a market research standpoint, it is essential to assess the historical performance and general sentiment towards reverse splits. Historically, reverse splits have been met with mixed reactions. Some investors view them as red flags, suggesting a company's underlying issues, while others see them as a company's commitment to improving its stock's standing in the market.
The market's reception to NFT Ltd.'s reverse split will largely depend on the company's communication strategy and the subsequent performance of the stock. If the stock price fails to maintain the expected post-split levels, it could lead to a negative perception and a sell-off. Conversely, if the price stabilizes or increases, it might restore investor confidence. Market research should focus on comparable cases and industry trends to forecast potential outcomes for NFT Ltd.
An additional point to consider is the impact on index inclusion. Stocks trading below certain thresholds may be excluded from major indices and by increasing their share price, NFT Ltd. is potentially positioning itself to meet these criteria, which could result in increased demand for the shares from index funds and ETFs.
From a legal standpoint, the reverse stock split by NFT Ltd. involves several regulatory and compliance considerations. The company must have obtained shareholder approval for such a move, as indicated in the announcement. This process involves disclosure requirements and a vote at a shareholder meeting.
Post-split, the company must adhere to the updated Articles and Memorandum of Association, reflecting the new share structure. This change in the fundamental corporate documents must be filed with the appropriate regulatory bodies and communicated to shareholders.
Additionally, the treatment of fractional shares, which will be rounded up to the nearest whole share, must be handled in a way that is fair and equitable to all shareholders. The issuance of new share certificates and the role of the transfer agent are also critical, as they must ensure a seamless transition for shareholders' holdings. The legal team must oversee the entire process to avoid any potential disputes or regulatory issues that could arise from an improperly managed reverse split.
Hong Kong, April 11, 2024 (GLOBE NEWSWIRE) -- NFT Ltd. (NYSE American: MI) ("Company" or "NFT", formerly known as Takung Art Co., Ltd.), as an emerging online trading platform operator of international art and collectibles today announced that a 1 for 50 reverse split of its Class A ordinary shares and Class B ordinary shares was approved by the Company's shareholders on March 18, 2024 and is expected to become effective on or around April 12, 2024 (the “Reverse Split”).
Upon the effectiveness of the Reverse Split, NFT shareholders will receive one new ordinary share of NFT for every fifty shares they hold. NFT’s Class A ordinary shares are expected to begin trading on a split-adjusted basis when the market opens on April 12, 2024.
The Reverse Split is expected to lead NFT’s Class A ordinary shares to trade at approximately fifty times the price per share at which it trades prior to the effectiveness of the Reverse Split. NFT, however, cannot assure that the price of its Class A ordinary shares after the Reverse Split will reflect the 1 for 50 Reverse Split ratio, that the price per share following the effective time of the Reverse Split will be maintained for any period of time, or that the price will remain above the pre-split trading price.
NFT's Articles and Memorandum of Association was amended and restated in connection with the Reverse Split. As of April 11, 2024, there were approximately 154.5 million of NFT's Class A ordinary shares outstanding. Effecting the Reverse Split will reduce that amount to approximately 3.09 million Class A ordinary shares outstanding.
Treatment of Stock Options and Restricted Shares
The number of ordinary shares into which NFT's outstanding stock options and restricted shares as well as the options' relevant exercise price per share will be proportionally adjusted to reflect the Reverse Split. The number of shares authorized for issuance under NFT's equity incentive plans will also be proportionally reduced to reflect the Reverse Split.
Fractional Shares
Any fractional shares that would have resulted because of the Reverse Split will be rounded up to the nearest whole share.
New Ordinary Share Certificates
NFT will adopt a new share certificate in connection with the implementation of the reverse share split. NFT's transfer agent, VStock Transfer LLC, will manage the exchange of share certificates. Shareholders of record will receive a letter of transmittal providing instructions for the exchange of their old certificates as soon as practicable following the effectiveness of the Reverse Split. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from VStock Transfer LLC. Shareholders who hold their shares through a securities broker or nominee (i.e., in "street name") will be contacted by their brokers or nominees with any instructions.
For more information, shareholders and securities brokers should contact VStock Transfer LLC at 212-828-8436.
About NFT Limited
NFT Limited (formerly known as Takung Art Co Ltd.) operates an online electronic platform (www.nftoeo.com) for offering and trading of digital artwork. Through its platform, the Company allows artists/art dealers/owners to access a much bigger art trading market where they can engage with a wide range of investors. It generates revenue in the form of services in connection with the offering and trading of artwork on its platform, primarily consisting of listing fees, trading commissions, and management fees. Please visit: www.nftoeo.com.
Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Federal Securities Act, including but not limited to our expectations of future financial performance, business strategy or business. These statements constitute forecasts, prospects and forward-looking statements and are not performance guarantees. NFT warns that forward-looking statements are subject to many assumptions, risks and uncertainties that will change over time. Forward looking statements may be identified by words such as "may", "can", "should", "will", "estimate", "plan", "project", "forecast", "intend", "expect", "predict", "believe", "seek", "target", "Outlook" or similar words.
These forward-looking statements are based on information available as of the date of this press release and our management's current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but not are limited to, the risk factors described by NFT in its filings with the Securities and Exchange Commission ("SEC").
SOURCE NFT
Contact:
Jimmy Wang
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FAQ
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