Sunlight Financial Holdings Inc. ("Sunlight Financial", "Sunlight" or the "Company") (NYSE:SUNL), a premier, technology-enabled point-of-sale finance company, today announced that its Board of Directors approved a 1-for-20 reverse stock split of the Company's common stock that will become effective at 11:59 p.m. Eastern Time on August 22, 2023. The Company's common stock will begin trading on a split-adjusted basis on the New York Stock Exchange (NYSE) when the market opens on August 23, 2023. The reverse stock split was approved by the Company's stockholders on August 11, 2023 at the Company's annual meeting of stockholders, with authorization to determine the final ratio having been granted to the Company's Board of Directors.
At the effective time, every 20 issued and outstanding shares of the Company's Class A common stock will be converted into one share of the Company's Class A common stock. Once effective, the reverse stock split will reduce the number of shares of the Company's Class A common stock issued and outstanding from approximately 86 million to approximately 4.3 million. Additionally, at the effective time, every 20 issued and outstanding shares of the Company's Class C common stock, which is not listed on the NYSE, will be converted into one share of the Company's Class C common stock.
No fractional shares will be issued in connection with the reverse stock split and stockholders who would otherwise be entitled to a fractional share will receive an additional share of common stock. No stockholders will receive cash in lieu of fractional shares.
Holders of the Company's common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from Continental Stock Transfer and Trust Company, the Company's transfer agent, regarding their stock ownership post-reverse stock split. Beneficial holders are encouraged to contact their bank, broker or other nominee with any procedural questions. All other questions can be directed to the transfer agent, which can be reached at (800) 509-5586. Additional information concerning the reverse stock split can be found in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 7, 2023.
All outstanding public warrants to purchase the Company's class A common stock will be proportionately adjusted as a result of the reverse stock split in accordance with the terms of the warrants, such that warrants representing the right to purchase 20 shares of the Company's class A common stock immediately prior to the reverse stock split now represent the right to purchase one share of the Company's class A common stock immediately following the reverse stock split. Correspondingly, the exercise price per share of the Company's class A common stock attributable to such warrants immediately prior to the reverse stock split has been proportionately increased, such that the exercise price per share of the Company's class A common stock attributable to such warrants immediately following the reverse stock split is $230.00, which equals the product of 20 multiplied by $11.50, the exercise price per share immediately prior to the reverse stock split. The number of shares of the Company's class A common stock subject to the public warrants will be decreased by 20 times, to an aggregate of 862,500 shares. Proportionate adjustments will be made to the exercise prices, grant prices or purchase prices and the number of shares underlying the Company's outstanding equity awards, as applicable, and private warrants exercisable for shares of the Company's common stock, as well as to the number of shares issuable under the Company's equity incentive plans, as determined by the Compensation Committee of the Company's Board of Directors and/or in accordance with the terms of certain existing agreements, as applicable.
The reverse stock split is intended to increase the market price per share of the Company's Class A common stock to ensure the Company regains full compliance with the NYSE listing rule related to the minimum required average closing price of the common stock and maintains its listing on the NYSE. The Company anticipates that effects of the reverse stock split will be sufficient for the Company to regain compliance with the NYSE's continued listing standards, however, there can be no assurance that the reverse split will have that effect, initially or in the future, or that it will enable the Company to maintain the listing of its Class A common stock on the NYSE.
The trading symbol for the Company's Class A common stock will remain "SUNL" and the new CUSIP number for the Company's Class A common stock following the reverse stock split will be 86738J 304. The trading symbol and CUSIP number for the Company's warrants will remain unchanged.