Technology

Embark Know-how Pronounces Completion of Reverse Inventory

SAN FRANCISCO, Aug. 16, 2022 (GLOBE NEWSWIRE) — Embark Know-how, Inc. (Nasdaq: EMBK, “Embark” or the “Firm”), a number one developer of autonomous know-how for the trucking business, right this moment introduced {that a} reverse break up of its widespread inventory at a ratio of 1 post-split share for each 20 pre-split shares turned efficient following shut of buying and selling on Nasdaq right this moment. EMBK’s Class A standard inventory will start buying and selling on a split-adjusted foundation when the market opens on August 17, 2022 below the present buying and selling image, “EMBK.” Based mostly on the closing value as of August 16, 2022, the implied post-split share value is roughly $16.56.

The reverse inventory break up was authorized by the Firm’s stockholders with 89.5% voting to approve at a particular assembly of stockholders held on August 15, 2022 with the ultimate ratio to be decided by the Firm’s board of administrators from inside a spread. The vote was additionally advisable to be authorized by stockholders by main proxy advisory companies. On August 15, 2022, the Firm’s board of administrators authorized the reverse inventory break up on the ratio of 1-for-20.

The reverse break up will deal with all stockholders, together with all staff, equally (together with each Class A standard inventory and Class B widespread inventory) and the financial curiosity (together with rights and preferences) and possession share of every stockholder shall be unchanged following the reverse break up (topic to the remedy of fractional shares described under). Proportional changes had been made to the variety of shares topic to excellent fairness awards and warrants, in addition to the relevant train value, this contains our founders’ performance-based fairness incentives, which could have post-split value targets of roughly $400 per share or extra.

The reverse inventory break up is primarily supposed to carry the Firm into compliance with the minimal bid value requirement for sustaining its itemizing on the Nasdaq World Market. The brand new CUSIP quantity for Embark’s Class A standard inventory following the reverse inventory break up shall be 29079J 202. Embark’s warrants will proceed to be traded below the image “EMBKW” and the CUSIP quantity for Embark’s warrants will stay unchanged; nevertheless, they are going to be impacted by the identical ratio upon train.

On account of the reverse break up, every 20 shares of Embark’s Class A standard inventory and Class B widespread inventory excellent and held of file by every stockholder of the Firm had been mechanically reclassified and mixed into one validly issued, totally paid and non-assessable share of Class A standard inventory or Class B widespread inventory, as relevant, topic to the remedy of fractional shares as described under. Proportional changes had been made to the variety of shares of Class A standard inventory reserved for issuance below the Firm’s fairness incentive plans. The reverse inventory break up won’t have an effect on the variety of licensed shares of Embark’s widespread inventory or the par worth of the widespread inventory.

No fractional shares shall be issued in reference to the reverse inventory break up. Stockholders who would in any other case be entitled to obtain fractional shares on account of the reverse inventory break up shall be entitled to a money fee in lieu thereof at a value equal to the fraction to which the stockholder would in any other case be entitled to multiplied by the closing buying and selling value per share of Embark’s Class A standard inventory (as on a split-adjusted foundation) on the Nasdaq World Market on August 16, 2022.

Continental Inventory Switch & Belief Firm (“Continental”), Embark’s switch agent, will act because the trade agent for the reverse inventory break up. Stockholders of file holding certificates representing pre-split shares of Embark’s widespread inventory will obtain a letter of transmittal from Continental with directions on learn how to give up certificates representing pre-split shares. Stockholders shouldn’t ship of their pre-split certificates till they obtain a letter of transmittal from Continental. Stockholders with book-entry shares or who maintain their shares by way of a financial institution, dealer or different nominee won’t have to take any motion. All stockholders of file who held pre-split shares will obtain their post-split shares in book-entry type (until particularly requested to be issued bodily inventory certificates) and shall be receiving an announcement from Continental relating to their post-reverse inventory break up possession curiosity.

Further details about the reverse inventory break up might be present in Embark’s definitive proxy assertion on Type DEF 14A (the “Proxy Assertion”) filed with the Securities and Trade Fee (the “SEC”) on July 15, 2022, which is accessible freed from cost on the SEC’s web site, www.sec.gov, and on Embark’s web site at investorrelations@embarktrucks.com.

All stockholders of file could direct inquiries to the Firm’s switch agent, Continental Inventory Switch & Belief Firm, at CSTMail@continentalstock.com or at 1-800-509-5586.

About Embark

Embark Know-how, Inc. (Nasdaq: EMBK) is an autonomous car firm constructing the software program powering autonomous vehicles, centered on enhancing the security, effectivity, and sustainability of the practically $730 billion a 12 months trucking market. Headquartered in San Francisco, CA since its founding in 2016, Embark is America’s longest-running self-driving truck program and companions with a few of the largest shippers and carriers within the nation.

Embark’s mission is to comprehend a world the place shoppers pay much less for the issues they want, drivers keep near the properties they cherish, and roads are safer for the folks we love. To be taught extra about Embark, go to embarktrucks.com.

Ahead-Wanting Statements

This press launch contains “forward-looking statements” inside the that means of Part 27A of the Securities Act of 1933 and Part 21E of the Securities Trade Act of 1934 and the “protected harbor” provisions of the Personal Securities Litigation Reform Act of 1995. Embark’s precise efficiency could differ from their expectations and consequently, you shouldn’t depend on these forward-looking statements as predictions of future occasions. You shouldn’t depend on these forward-looking statements as predictions of future occasions. Phrases corresponding to “count on,” “estimate,” “undertaking,” “finances,” “forecast,” “anticipate,” “intend,” “plan,” “could,” “will,” “might,” “ought to,” “believes,” “predicts,” “potential,” “proceed,” and comparable expressions are supposed to determine such forward-looking statements. These forward-looking statements embody, with out limitation, Embark’s expectations with respect to compliance with the minimal bid value necessities for sustaining its itemizing on the Nasdaq World Market. Components which will trigger such variations embody, however are usually not restricted to: market situations and their affect on Embark’s buying and selling value on the Nasdaq World Market; different elements mentioned within the Proxy Assertion; and different dangers and uncertainties individually offered to you and indicated sometimes described in filings and potential filings by Embark with the SEC, together with these mentioned within the Annual Report on Type 10-Okay for the 12 months ended December 31, 2021, filed on March 21, 2022, the Registration Assertion on Type S-1 filed on June 1, 2022, the Quarterly Report on Type 10-Q, filed on August 12, 2022 and different paperwork filed with the SEC sometimes. These filings determine and handle different necessary dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Embark cautions that the foregoing listing of things isn’t exhaustive and to not place undue reliance upon any forward-looking statements, which communicate solely as of the date made. Embark undertakes no obligation to and accepts no obligation to launch publicly any updates or revisions to any forward-looking statements to replicate any change in its expectations or any change in occasions, situations or circumstances on which any such assertion relies.

 

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