ROCKLEY Filing 

https://fintel.io/doc/sec-rockley-photonics-holdings-ltd-1852117-prer14a-2022-november-09-19305-3577

REVERSE SPLIT PROPOSAL

Authorizing the Board to effect one or more reverse stock splits of the Company?s ordinary shares at a ratio of not less than 1 for 5 and not more than 1 for 25.

General

The Board believes that it is in the best interest of the Company and the shareholders and is hereby soliciting shareholder approval to effect one or more reverse stock splits of all the Company?s issued ordinary shares at a ratio of not less than 1-for-5 and not more than 1-for-25, inclusive, whereby, except as explained below with respect to fractional shares, on the effective date, all of the Company?s issued and unissued ordinary will be, automatically and without any action on the part of the shareholders, combined, converted and changed into new ordinary shares in accordance with the reverse stock split ratio, which shall be determined by the Board, or any duly constituted committee thereof, in its discretion. If the shareholders approve the Reverse Split Proposal, the Board, or any duly constituted committee thereof, will have the authority, but not the obligation, in its sole discretion, and without further action on the part of the shareholders, to determine each reverse stock split ratio within the approved range and to effect one or more reverse stocks split at any time after the approval of the shareholders.

The Board believes that shareholder approval of an exchange ratio range (rather than an exact exchange ratio) in connection with the Reverse Split Proposal provides the Board with maximum flexibility to achieve the purposes of any such reverse stock split that may be effected. If shareholders approve the Reverse Split Proposal, a reverse stock split will only be effected, if at all, upon a determination by the Board, or any duly constituted committee thereof, that a reverse stock split is in the Company?s and the shareholders? best interests at that time. In connection with any determination to effect a reverse stock split, the Board or any duly constituted committee thereof, will set the time for such a split and select a specific exchange ratio within the approved range by approving resolutions and filing a notice with the Registrar of Companies in the Cayman Islands informing of the stock split ratio and the resulting change in the number of authorized ordinary shares (such date, the ?Effective Time?). The determination will be made by the Board with the intention to create the greatest marketability of the Company?s ordinary shares based upon prevailing market conditions at that time. The Board reserves its right to elect not to proceed, and abandon, any reverse stock split if it determines, in its sole discretion, that implementing such reverse stock split is not in the best interests of the Company and its shareholders.

Purpose

The purpose for seeking approval to effect the reverse stock split is to increase the market price of our ordinary shares. The Company believes that effecting one or more reverse stock splits will help achieve compliance with the minimum 30 consecutive day average closing price of $1.00 per share that is a requirement to maintain the listing on the New York Stock Exchange. On October 18, 2022, the Company received written notification from the New York Stock Exchange indicating that Company is not in compliance with the continued listing requirement in Section 802.01C of the New York Stock Exchange?s Listed Company Manual because the average closing price of the Company?s ordinary shares fell below $1.00 over a consecutive 30 trading day period. We cannot assure you that, following any reverse stock split, we will be able to maintain the required minimum average closing price required for continued listing on the New York Stock Exchange. Also, we cannot assure you that an active and liquid public market for our ordinary shares will exist. Further, notwithstanding the minimum average closing price requirement, the listing of our shares on the New York Stock Exchange may be halted or discontinued if we are unable to maintain other New York Stock Exchange listing requirements or for various other reasons,

The Board intends to effect one or more reverse stock splits in connection with the Reverse Split Proposal only if it believes that a decrease in the number of ordinary shares outstanding is likely to improve the trading price for the Company?s ordinary shares, and if needed in order maintain compliance with the rules of the New York Stock Exchange and only if the implementation of a reverse stock split is determined by the Board to be in the best interests of the Company and its shareholders. There can be no assurance that any reverse stock split, if and when implemented, will achieve any of the desired results. There also can be no assurance that the Company will be successful in maintaining compliance with the New York Stock Exchange requirements or that the price per share of the Company?s ordinary shares immediately after any such reverse stock split, if implemented, will increase proportionately with any reverse stock split, or that any increase will be sustained for any period of time.