View, Inc. (Nasdaq: VIEW) (“View” or the “Company”) today announced
that its Board of Directors (the “Board”) has approved a reverse
stock split of the Company’s Class A common stock. The Board’s
decision is intended to ensure that the Company is in full
compliance with the Nasdaq Stock Market LLC’s (“Nasdaq”) listing
rules. The reverse stock split is subject to stockholder approval.
The Company said it was notified on February 13,
2023, by Nasdaq that the Company was not in compliance with Nasdaq
Listing Rule 5450(a)(1) because the bid price for the Company’s
common stock had closed below $1.00 per share for the previous 30
consecutive business days.
In accordance with Nasdaq listing rule
5810(c)(3)(A), the Company has until August 14, 2023, to regain
compliance. During that time, View’s common stock continues to be
listed on Nasdaq and trade as usual. View is in compliance with all
other Nasdaq listing rules.
The Company believes a reverse stock split would
also benefit stockholders, because a higher stock price will make
View’s common stock more attractive to a broader range of
institutional and other investors.
Once stockholders approve the reverse stock split,
View’s Board will select a reverse stock split ratio of either
40-for-1, 45-for-1, 50-for-1, 55-for-1 or 60-for-1, so that,
depending on the ratio chosen, each 40, 45, 50, 55 or 60 shares of
issued and outstanding common stock will convert into one share of
common stock. The price of each common share would be expected to
increase by the same ratio so that a stockholder would have fewer,
but higher priced, shares, keeping the stockholder’s total
investment the same when the market opens on the date the reverse
stock split becomes effective. A reverse stock split would not have
any impact on the voting and other rights of stockholders.
Furthermore, a reverse stock split will have no impact on View’s
business operations.
The Company plans to seek stockholder approval of
the reverse stock split at its upcoming 2023 annual meeting. The
Company filed a preliminary proxy statement in connection therewith
today, which can be found online at www.sec.gov. The annual meeting
is expected to be held on July 25, 2023, at 9:00 AM, Pacific Time,
virtually via the Internet. The Company plans to complete the
reverse stock split shortly after obtaining stockholder approval in
July 2023. The record date for the determination of stockholders
entitled to notice of and to vote at the annual meeting is June 12,
2023.
Per Nasdaq rules, to regain compliance, the bid
price for the Company’s common stock must close at $1.00 per share
or more for a minimum of 10 consecutive business days during the
compliance period ending August 14, 2023.
About View View is the leader in
smart building technologies that transform buildings to improve
human health and experience, reduce energy consumption and carbon
emissions, and generate additional revenue for building owners.
View Smart Windows use artificial intelligence to automatically
adjust in response to outdoor conditions, eliminating the need for
blinds and increasing access to natural light. Every View
installation includes a cloud-connected smart building platform
that can easily be extended to reimagine the occupant experience.
View’s products are installed in offices, apartments, airports,
hotels, and educational facilities. For more information, please
visit: www.view.com.
Forward-Looking Statements This
press release and certain materials View files with the U.S.
Securities and Exchange Commission (the “SEC”), as well as
information included in oral statements or other written statements
made or to be made by View, other than statements of historical
fact, contain certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, as
amended. These forward-looking statements are based on current
expectations, estimates, assumptions, projections, and management’s
beliefs, that are subject to change. There can be no assurance that
these forward-looking statements will be achieved; these statements
are not guarantees of future performance and are subject to certain
risks, uncertainties, and other factors, many of which are beyond
View’s control and are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. View’s business
is subject to a number of risks which are described more fully in
View’s Annual Report on Form 10-K for the year ended December 31,
2022, as amended, and its subsequent Quarterly Reports on Form
10-Q. View undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date
hereof.
The effect of a reverse stock split on the per
share trading price of View’s common stock cannot be predicted with
any certainty, and the history of reverse stock splits for other
companies is varied, particularly since some investors may view a
reverse stock split negatively. It is possible that the per share
trading price of View’s common stock after a reverse stock split
would not increase in the same proportion as the reduction in the
number of View’s outstanding shares of common stock following the
reverse stock split or at all, and a reverse stock split may not
result in a per share trading price that would attract investors
who do not trade in lower priced stocks. View cannot assure you
that, if a reverse stock split is implemented, its common stock
will be more attractive to investors. If View implements a reverse
stock split, the per share trading price of its common stock may
decrease due to factors unrelated to the reverse stock split,
including its future performance. If a reverse stock split is
consummated and the per share trading price of View’s common stock
declines, the percentage decline as an absolute number and as a
percentage of View’s overall market capitalization may be greater
than would occur in the absence of a reverse stock split.
A reverse stock split may decrease the liquidity
of View’s common stock and result in higher transaction costs. The
liquidity of View’s common stock may be negatively impacted by a
reverse stock split, given the reduced number of shares that would
be outstanding after the reverse stock split, particularly if the
per share trading price does not increase as a result of the
reverse stock split. In addition, if a reverse stock split is
implemented, it will increase the number of View’s stockholders who
own “odd lots” of fewer than 100 shares of common stock. Brokerage
commission and other costs of transactions in odd lots are
generally higher than the costs of transactions of more than 100
shares of common stock.
Additional Information and Where to Find
It In connection with the reverse stock split, View has
filed a proxy statement to be distributed to holders of View’s
common stock in connection with View’s solicitation of proxies for
the vote by View’s stockholders with respect to the proposed
reverse stock split and other matters as described therein. After a
definitive proxy statement has been filed, View will mail the
definitive proxy statement, when available, to its stockholders.
The proxy statement includes information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies in connection with the proposed reverse stock split. View
will also file other documents regarding the proposed reverse stock
split with the SEC. Before making any voting decision, investors
and security holders of View are urged to read the proxy statement
and all other relevant documents filed or that will be filed with
the SEC in connection with the proposed reverse stock split as they
become available because they will contain important information
about the proposed reverse stock split.
Investors and security holders can obtain free
copies of the proxy statement and all other relevant documents
filed or that will be filed with the SEC by View through the
website maintained by the SEC at www.sec.gov. In addition, the
documents filed by View may be obtained free of charge from View’s
website at www.view.com or by written request to View at 195 South
Milpitas Blvd., Milpitas, California 95035.
Participants in the Solicitation
View and its directors and officers may be deemed to be
participants in the solicitation of proxies from View’s
stockholders in connection with the proposed reverse stock split.
Information about View’s directors and executive officers and their
ownership of View’s securities is set forth in View’s filings with
the SEC, including View’s Annual Report on Form 10-K for the year
ended December 31, 2022, as amended. Additional information
regarding the interests of persons who may be deemed participants
in the proposed reverse stock split may be obtained by reading the
proxy statement regarding the proposed reverse stock split when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
No Offer or Solicitation This
communication shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed reverse stock split.
This communication shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of View, nor shall
there be any sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Contacts: Samuel Meehan View,
Inc. IR@View.com (408) 493-1358
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