Ascend Wellness Schedules Reverse Stock Split Vote Ahead of Planned U.S. Exchange Uplisting

Key Points
  • Ascend Wellness Holdings will ask stockholders to approve a reverse stock split, ranging from 1-for-10 to 1-for-50, as part of its plan to list on a major U.S. stock exchange.
  • The company filed a proxy statement for a virtual special meeting set for August 28, where stockholders will vote on the proposal required to meet minimum listing requirements.
  • The reverse split aims to increase the stock price, broaden the investor base, improve access to capital, and enhance visibility among institutional investors and analysts.
  • Stockholders would hold fewer shares post-split, but with proportionally larger ownership, and the board’s authority to implement the split expires after one year or upon successful uplisting.

 

Ascend Wellness Holdings announced Monday that it will ask stockholders to approve a reverse stock split as the multistate marijuana operator prepares to pursue a listing on a major U.S. stock exchange.

The company has filed a definitive proxy statement with the U.S. Securities and Exchange Commission for a virtual special meeting scheduled for August 28 at 11 a.m. ET.

If approved, the proposal would authorize Ascend’s board of directors to implement a reverse stock split at a ratio ranging from 1-for-10 to 1-for-50. The board would select the exact ratio in connection with a planned application to list the company’s Class A common shares on a national securities exchange.

Ascend currently trades on the Canadian Securities Exchange under AAWH.U and on the OTCQX market under AAWH.

“A reverse stock split is a necessary step on our path to a listing on a major U.S. exchange,” said Ascend CEO and Director Sam Brill. “We believe an uplisting could expand what’s possible for our business by increasing our access to capital, broadening our investor base, and unlocking opportunities that have long been out of reach for cannabis operators.”

The company said the reverse split could help its shares satisfy minimum bid price and other initial listing requirements. An uplisting could also increase institutional investor participation and the company’s visibility among analysts and broker-dealers.

However, Ascend cautioned that approval and implementation of the reverse split would not guarantee that its shares will be listed on a national exchange.

Stockholders would hold fewer shares following the split, but each share would represent a proportionally larger ownership interest. Ownership percentages and voting power would generally remain unchanged, except for minor adjustments related to fractional shares. Any fractional shares would be rounded up to the nearest whole share.

The board could also decide not to proceed with the reverse split. Its authority to implement the proposal would expire either one year after the special meeting or when Ascend’s shares are listed on a national securities exchange, whichever occurs first.

Stockholders of record as of July 7 are eligible to vote. Ascend had approximately 203 million Class A common shares outstanding as of that date. Approval requires support from holders of a majority of all outstanding shares entitled to vote, and the board has unanimously recommended voting in favor of the proposal.

Ascend operates marijuana cultivation, manufacturing and retail assets in Illinois, Maryland, Massachusetts, Michigan, New Jersey, Ohio and Pennsylvania.