Curaleaf Announces 1-for-3 Reverse Stock Split Ahead of Potential U.S. Stock Exchange Uplisting

Curaleaf Holdings announced Tuesday that it will conduct a 1-for-3 reverse stock split as part of its effort to prepare for a potential uplisting to a major U.S. stock exchange.

The company says the reverse split is being done in consultation with major U.S. exchanges and is expected to take effect on or about June 5. Curaleaf currently trades on the Toronto Stock Exchange under the symbol CURA and on the OTCQX under CURLF.

Under the plan approved by Curaleaf’s Board of Directors, every three subordinate voting shares will be consolidated into one post-split share. The move is expected to reduce the number of outstanding subordinate voting shares from 698,728,008 to approximately 232,909,336, assuming no additional shares are issued before the split takes effect.

Curaleaf says the move is intended to increase the company’s trading price per share and help it meet share price requirements set by U.S. exchanges. The company also said the split is meant to help its shares trade above limits set by certain retail brokerage firms and expand institutional investor participation.

“This important step is part of Curaleaf’s long-term effort to achieve the listing of our shares to a major U.S. stock exchange,” said Boris Jordan, Chairman and CEO of Curaleaf. “Rescheduling of medical cannabis has created a potential pathway toward uplisting to a major U.S. exchange, and we’re now more prepared than ever. With a hearing on the full rescheduling of cannabis expected to end in July, and U.S. Treasury guidance supporting the normalization of the industry forthcoming, we believe there will soon be greater clarity around the regulatory and tax framework for our industry. These developments should improve access to capital, broaden the investor base, and further legitimize cannabis in the public markets. We are preparing today to move quickly and decisively when that opportunity comes into view.”

The company said the reverse split has received conditional approval from the Toronto Stock Exchange, with trading on a post-split basis expected to begin on the effective date. Curaleaf’s subordinate voting shares will continue trading on the TSX under the CURA symbol.

Curaleaf said it will not issue fractional post-split shares. Instead, any fractional shares that would result from the consolidation will be rounded up or down to the nearest whole share.

Shareholders who hold shares through a broker or other intermediary will not need to complete a letter of transmittal. Registered shareholders will receive instructions from Odyssey Trust Company, Curaleaf’s transfer agent.

The company said the exercise or conversion price and the number of subordinate voting shares available under outstanding stock options or convertible securities will be proportionately adjusted to reflect the reverse split.