Vroom Files Preliminary Proxy Statement for Reverse Stock Split
December 22 2023 - 4:16PM
Business Wire
Vroom, Inc. (Nasdaq: VRM) (“Vroom,” the “Company,” “us,” “we”
and “our”), a leading e-commerce platform for buying and selling
used vehicles, today announced it has filed a preliminary proxy
statement with the U.S. Securities and Exchange Commission (the
“SEC”) regarding a special stockholders’ meeting to be held on
February 5, 2024, at 11:00 a.m., Eastern time (the “Special
Meeting”), to authorize Vroom’s Board of Directors (the “Board”) to
effect a reverse stock split of the Company’s common stock at an
exchange ratio between 1-for-35 to 1-for-80 (the “Reverse Stock
Split”).
On December 21, 2023, the Company received written notice from
The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that,
for the last 30 consecutive business days, the bid price for the
Company’s common stock had closed below the $1.00 per share minimum
bid price requirement for continued inclusion on The Nasdaq Global
Select Market. The notice has no immediate effect on the listing of
the Company’s common stock, which continues to trade on The Nasdaq
Global Select Market under the symbol “VRM”. In accordance with
Nasdaq requirements, the Company has a period of 180 calendar days,
or until June 18, 2024, to regain compliance with the minimum bid
price requirement. To regain compliance, the closing bid price of
the Company’s common stock must be at least $1.00 per share for a
minimum of ten consecutive business days as required under Nasdaq
listing rules (unless the Nasdaq staff exercises its discretion to
extend this ten day period pursuant to Nasdaq listing rules) during
the 180-day period prior to June 18, 2024.
The Board will determine the final split ratio after stockholder
approval and would retain the authority to abandon the Reverse
Stock Split at any time or to delay or postpone it. Completion of
the proposed Reverse Stock Split is subject to market and other
customary conditions, including obtaining stockholder approval.
There are no assurances that the Reverse Stock Split will be
completed, that it will result in an increased per share price, or
achieve its other intended effects. The Board reserves the right to
elect not to proceed with the Reverse Stock Split if it determines
that implementing it is no longer in the best interests of the
Company and its stockholders.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this press release that do not
relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements
regarding the Company’s intent or ability to effect a reverse stock
split or regain compliance with any applicable Nasdaq listing
requirements. These statements are based on management’s current
assumptions and are neither promises nor guarantees, but involve
known and unknown risks, uncertainties and other important factors
that may cause the Company’s actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements, including that the Reverse Stock Split
may not be approved by the Company’s stockholders. For other
important factors that could cause actual results to differ
materially from the forward-looking statements in this press
release, please see the risks and uncertainties identified under
the heading “Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2022, as updated by the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2023, each of which is available on the Company’s Investor
Relations website at ir.vroom.com and on the SEC website at
www.sec.gov. All forward-looking statements reflect the Company’s
beliefs and assumptions only as of the date of this press release.
The Company undertakes no obligation to update forward-looking
statements to reflect future events or circumstances.
Important Additional Information And Where to Find It
In connection with a Special Meeting scheduled for February 5,
2024, to approve the Reverse Stock Split, the Company has filed a
preliminary proxy statement with the SEC and intends to file a
definitive proxy statement with the SEC that will be mailed to its
stockholders. This communication is not a substitute for any proxy
statement or other document that Vroom may file with the SEC in
connection with the Special Meeting. INVESTORS AND STOCKHOLDERS OF
VROOM ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
SPECIAL MEETING CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REVERSE STOCK
SPLIT AND THE RISKS ASSOCIATED WITH THE REVERSE STOCK SPLIT.
Investors and stockholders will be able to obtain, without charge,
a copy of the proxy statement and other relevant documents filed
with the SEC (as and when available) from the SEC’s website at
www.sec.gov and on Vroom’s investor relations website at
ir.vroom.com.
Participants in the Solicitation
This communication is neither a solicitation of a proxy or
consent nor a substitute for any proxy statement or other filings
that may be made with the SEC. Nonetheless, Vroom, its directors
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies with respect to a solicitation by Vroom. Information
regarding Vroom’s directors and executive officers is contained in
Vroom’s definitive proxy statement in connection with its annual
meeting of stockholders held in 2023, which was filed with the SEC
on April 28, 2023. You may obtain these documents without charge
from the SEC’s website at www.sec.gov and on Vroom’s investor
relations website at ir.vroom.com.
About Vroom (Nasdaq: VRM)
Vroom is an innovative, end-to-end ecommerce platform that
offers a better way to buy and a better way to sell used vehicles.
The Company’s scalable, data-driven technology brings all phases of
the vehicle buying and selling process to consumers wherever they
are and offers an extensive selection of vehicles, transparent
pricing, competitive financing, and contact-free, at-home pick-up
and delivery.
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version on businesswire.com: https://www.businesswire.com/news/home/20231222802520/en/
Investor Relations: Jon Sandison investors@vroom.com
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