Benzinga | Aug 19, 2021 08:04AM EDT

ATIF Holdings Limited Announces 5-for-1 Reverse Stock Split

ATIF Holdings Limited (NASDAQ:ATIF, the &ldquo, Company&rdquo, ))), a holding group providing business and financial consulting in Asia and North America, today announced that on August 12, 2021, the Board of Directors of the Company approved a reverse stock split (the "Reverse Split") of its authorized, issued and outstanding ordinary shares, par value $0.001 per share, at a ratio of 5-for-1 so that every five (5) shares currently authorized and issued is combined into one (1) share. Shareholders otherwise entitled to receive a fractional share as a result of the Reverse Split will receive a whole share in lieu of such fractional share. In connection with the Reverse Split, a vote of the shareholders of the Company is not required and as such, no shareholder vote or meeting of shareholders will be held.

The Reverse Split will be effected by filing amendments to the Company's Memorandum and Articles of Association with the Registrar of Corporate Affairs of the British Virgin Islands. The Company intends to file the amendments with the Registrar of Corporate Affairs of the British Virgin Islands on August 27, 2021, and it is anticipated that the ordinary shares will begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on August 30, 2021.

The Company is effecting the Reverse Split in order to maintain its listing on The Nasdaq Stock Market ("Nasdaq"). As previously disclosed, on July 26, 2021, the Company received notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share under the Nasdaq Listing Rules. We believe that the proposed Reverse Split will assist the Company in regaining compliance under the Nasdaq Listing Rules.

Both before and after the Reverse Split, the Company is and will be authorized to issue 100,000,000 ordinary shares and per share par value will be $0.005. As a result of the Reverse Split, the Company's issued and outstanding ordinary shares will be reduced from 45,806,952 to approximately 9,161,390.

Shareholders holding certificated shares will receive information from Transhare Securities Transfer and Registrar regarding the process for exchanging their stock certificates. Shareholders who hold their shares in book-entry form or in "street name" (through a broker, bank or other holder of record) will not be required to take any action.