Altisource Announces Listing of Warrants on Nasdaq Global Select Market with Trading to Commence on May 7, 2025
May 06 2025 - 12:10PM
Altisource Portfolio Solutions S.A. (“Altisource” or the “Company”)
(NASDAQ: ASPS), a leading provider and marketplace for the real
estate and mortgage industries, today announced that the Warrants
(defined below) that were distributed on April 3, 2025 have been
approved for listing on the Nasdaq Global Select Market and trading
of the Warrants will commence on May 7, 2025. Altisource previously
announced the distribution of (i) warrants to purchase shares of
Altisource’s common stock (“Common Stock”) requiring cash
settlement through the cash payment to the Company of the exercise
price (the “Cash Exercise Stakeholder Warrants”) and (ii) warrants
to purchase Common Stock requiring settlement through the
forfeiture of shares of Common Stock to the Company equal to the
exercise price of such Warrants (the “Net Settle Stakeholder
Warrants”, and together with the Cash Exercise Stakeholder
Warrants, the “Warrants” and each a “Warrant”). The Cash Exercise
Stakeholder Warrants are to trade on Nasdaq under the ticker
“ASPSZ” and the Net Settle Stakeholder Warrants are to trade on
Nasdaq under the ticker “ASPSW”.
Summary of Certain Terms of the
Warrants
Each Warrant entitles the holder thereof to
purchase from the Company 1.625 shares, subject to certain
adjustments, of Common Stock at an Exercise Price of $1.95 per
Warrant (initially equal to $1.20 per share of Common Stock). The
Warrants may be exercised beginning on the later of (i) July 2,
2025 and (ii) the first date on which the VWAP (as defined in the
Warrant Agent Agreement) of the Common Stock equals or exceeds the
Implied Per Share Exercise Price (as such term is defined in the
Warrant Agent Agreement) of the Warrants, which is initially $1.20,
for a period of fifteen consecutive Trading Days (as such term is
defined in the Warrant Agent Agreement). Upon exercise of Warrants,
the Company will not issue fractional shares of Common Stock or pay
cash in lieu thereof. If a Warrant holder would otherwise be
entitled to receive fractional shares of Common Stock upon exercise
of Warrants, the Company will first aggregate the total number of
shares Common Stock a Warrant holder would receive upon exercise of
the Cash Exercise Stakeholder Warrants or the Net Settle
Stakeholder Warrants, as applicable, and then round down the total
number of shares of Common Stock to be issued to the Warrant holder
to the nearest whole number.
The Cash Exercise Stakeholder Warrants, if not
previously exercised or terminated, will expire on April 2, 2029.
The Net Settle Stakeholder Warrants, if not previously exercised or
terminated, will expire on April 30, 2032.
The forgoing summary of certain of the terms of
the Warrants is not complete and is qualified in its entirety by
reference to the Warrant Agent Agreement, which was filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with
the SEC on April 2, 2025.
Disclaimer
This press release does not constitute an offer
to sell or buy, nor the solicitation of an offer to sell or buy,
any securities nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
In particular, this communication is not an offer of securities for
sale into the United States or any other jurisdiction. No offer of
securities shall be made absent registration under the Securities
Act of 1933, as amended, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements.
Forward-Looking Statements
This press release contains forward-looking
statements that involve a number of risks and uncertainties. These
forward-looking statements include all statements that are not
historical fact, including statements that relate to, among other
things, future events or our future performance or financial
condition, including without limitation, statements relating to the
trading of Warrants on the Nasdaq Global Select Market. These
statements may be identified by words such as “will”, “anticipate,”
“intend,” “expect,” “may,” “could,” “should,” “would,” “plan,”
“estimate,” “seek,” “believe,” “potential” or “continue” or the
negative of these terms and comparable terminology.
Such statements are based on expectations as to the future and are
not statements of historical fact. Furthermore, forward-looking
statements are not guarantees of future performance and involve a
number of assumptions, risks and uncertainties that could cause
actual results to differ materially. Important factors that could
cause actual results to differ materially from those suggested by
the forward-looking statements include, but are not limited to, the
risks discussed in Item 1A of Part I “Risk Factors” in our Form
10-K filed with the Securities and Exchange Commission on March 31,
2025, as updated by the information in Item 1A. of Part II “Risk
Factors” in our subsequently filed quarterly reports on Form 10-Q
filings. We caution you not to place undue reliance on these
forward-looking statements which reflect our view only as of the
date of this press release. We are under no obligation (and
expressly disclaim any obligation) to update or alter any
forward-looking statements contained herein to reflect any change
in our expectations with regard thereto or change in events,
conditions or circumstances on which any such statement is based.
The risks and uncertainties to which forward looking statements are
subject include, but are not limited to, risks related to customer
concentration, the timing of the anticipated increase in default
related referrals following the expiration of foreclosure and
eviction moratoriums and forbearance programs, and any other delays
occasioned by government, investor or servicer actions, the use and
success of our products and services, our ability to retain
existing customers and attract new customers and the potential for
expansion or changes in our customer relationships, technology
disruptions, our compliance with applicable data requirements, our
use of third party vendors and contractors, our ability to
effectively manage potential conflicts of interest, macro-economic
and industry specific conditions, our ability to effectively manage
our regulatory and contractual obligations, the adequacy of our
financial resources, including our sources of liquidity and ability
to repay borrowings and comply with our debt agreements, including
the financial and other covenants contained therein, as well as
Altisource’s ability to retain key executives or employees,
behavior of customers, suppliers and/or competitors, technological
developments, governmental regulations, taxes and policies. We
undertake no obligation to update these statements as a result of a
change in circumstances, new information or future events, except
as required by law.
About Altisource
Altisource Portfolio Solutions S.A. is an
integrated service provider and marketplace for the real estate and
mortgage industries. Combining operational excellence
with a suite of innovative services and technologies, Altisource
helps solve the demands of the ever-changing markets we
serve. Additional information is available at
www.Altisource.com.
FOR FURTHER INFORMATION CONTACT: |
|
Michelle D. Esterman |
Chief Financial Officer |
T: (770) 612-7007 |
E: Michelle.Esterman@altisource.com |
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