BuzzFeed, Inc. Announces 1-For-4 Reverse Stock Split
May 02 2024 - 11:30AM
Business Wire
Move Aims to Ensure Continued Listing on
Nasdaq
BuzzFeed, Inc. (NASDAQ: BZFD) today announced that its Board of
Directors and shareholders approved a 1-for-4 reverse stock split
of the company’s Class A common stock, par value $0.0001 per share,
and Class B common stock, par value $0.0001 per share, which will
be effective at 12:01am EST on May 6, 2024. BuzzFeed’s Class A
common stock will continue to be traded on The Nasdaq Capital
Market on a split-adjusted basis beginning on May 6, 2024, under
the Company’s existing trading symbol “BZFD.”
The reverse stock split is intended to increase the bid price of
the Company’s Class A common stock so that BuzzFeed, Inc. can
regain compliance with the minimum bid price requirement of $1.00
per share for continued listing on Nasdaq. The new CUSIP number
following the reverse stock split will be 12430A300. The Company
filed a Certificate of Amendment with the Secretary of State of the
State of Delaware on April 26, 2024 to effect the reverse
split.
The reverse stock split will affect all stockholders uniformly
and will not alter any stockholder’s percentage ownership interest
in the company, except to the extent that the reverse stock split
results in that stockholder owning a fractional share as described
in more detail below.
The reverse stock split will reduce the number of shares of
Class A common stock issued and outstanding from approximately
140,961,058 to approximately 35,240,370 and the number of shares of
Class B common stock issued and outstanding from approximately
5,473,940 to approximately 1,368,493. The total authorized number
of shares of common stock will remain the same. No fractional
shares will be issued in connection with the reverse stock split.
Each stockholder who would otherwise be entitled to receive a
fraction of a share of BuzzFeed’s common stock will instead receive
one whole share of common stock.
The reverse stock split will also result in proportional
adjustments being made to: (1) all then-outstanding warrants
exercisable for shares of our Class A common stock, such that fewer
shares would underlie such securities and the purchase price per
share will be increased; (2) all then-outstanding options and RSUs
issued under the BuzzFeed, Inc. 2021 Equity Incentive Plan, such
that fewer shares of our Class A common stock would underlie such
awards and the exercise price per share of the options will be
increased; (3) the number of shares of our Class A common stock
then-available for issuance under each of the BuzzFeed, Inc. 2021
Equity Incentive Plan and the BuzzFeed, Inc. 2021 Employee Stock
Purchase Plan, such that fewer shares will be available to grant
under both plans; (4) the number of shares of our Class A common
stock issuable upon conversion of our then-outstanding unsecured
convertible notes due 2026, such that fewer shares would be
issuable upon conversion of such notes and the conversion price
will be increased; and (5) the number of shares of our Class A
common stock we could offer in our at-the-market offering, such
that fewer shares would be available for sale in such offering.
The company’s publicly-traded warrants will continue to be
traded under the symbol “BZFDW" and the CUSIP identifier for the
warrants will remain unchanged.
Continental Stock Transfer and Trust Company (“Continental”),
the Company's transfer agent, will act as the exchange agent for
the reverse stock split. Continental will provide instructions to
any stockholders with physical stock certificates regarding the
process for exchanging their certificates for split-adjusted shares
into “book-entry form.” Shares held by stockholders in “street
name” will have their accounts automatically credited by their
brokerage form, bank or other nominee, as will any stockholders who
held their shares in book-entry form at Continental.
About BuzzFeed, Inc.
BuzzFeed, Inc. is home to the best of the Internet. Across pop
culture, entertainment, shopping, food and news, our brands drive
conversation and inspire what audiences watch, read, and buy now —
and into the future. Born on the Internet in 2006, BuzzFeed is
committed to making it better: providing trusted, quality,
brand-safe news and entertainment to hundreds of millions of
people; making content on the Internet more inclusive, empathetic,
and creative; and inspiring our audience to live better lives.
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version on businesswire.com: https://www.businesswire.com/news/home/20240501749045/en/
Media Contact Juliana Clifton: pr@buzzfeed.com
Investor Relations Contact Amita Tomkoria:
ir@buzzfeed.com
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