Micron Solutions, Inc. Board Announces Proposal for Stock Splits

Micron Solutions, Inc. Board Announces Proposal to Enact Stock Splits in Plan to voluntarily delist from OTC Markets

FITCHBURG, Mass., Oct. 02, 2023 (GLOBE NEWSWIRE) -- Micron Solutions, Inc. (OTCQB: MICR) (the “Company”), a diversified contract manufacturing organization, through its wholly-owned subsidiary, Micron Products, Inc., producing highly engineered, innovative components requiring precision machining and injection molding, announced today the Board’s approval of a proposal to effect a 1-for-1,000 reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock, followed immediately by a 1,000 to 1 forward stock split for the Company’s Common Stock (the “Forward Stock Split”, and with the Reverse Stock Split, the “Stock Splits”), which Stock Splits will be enacted through the filing of amendments to the Company’s Certificate of Incorporation (the “Certificates of Amendment”) with the Secretary of State of the State of Delaware. The Stock Splits remain subject to the approval of the Company’s stockholders, to be obtained through written consent or a special meeting for the purpose of approving the Stock Splits, and the notification processes with FINRA and the OTC Markets, which the Company expects to complete by the end of October 2023. If the Shareholders approve of the Stock Splits, following the filing of the Certificates of Amendment with the Secretary of State of the State of Delaware, a stockholder of record owning fewer than 1,000 shares of Common Stock (the “Minimum Number”) immediately prior to the effective time of the Reverse Stock Split (the “Effective Time”) will only be entitled to a fraction of a share of Common Stock upon the Reverse Stock Split and will be paid in cash in lieu of a fraction of a share of Common Stock, on the basis of $1.50, without interest (“Cash Payment”), for each share of the Company’s Common Stock held by such stockholder immediately prior to the Effective Time (the “Cashed-out Stockholders”). A stockholder of record owning at least the Minimum Number of shares immediately prior to the Effective Time (the “Continuing Stockholders”) will not be paid cash in lieu of any fraction of a share of the Company’s Common Stock, and upon the Forward Stock Split, the shares of Common Stock (including any fraction of a share of Common Stock) held by such holder after the Reverse Stock Split, will be reclassified into the same number of shares of Common Stock as such holder held immediately prior to the Stock Splits. The Company intends to treat persons who hold shares of its Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as persons who hold shares of our Common Stock in their own names. Banks, brokers or other nominees will be instructed to effect the Stock Splits for their customers holding our Common Stock in “street name.” In determining the fairness of the Cash Payment for the Cashed-Out Stockholders, the Board considered a number of factors, including but not limited to, (i) the Company’s historical performance, including its history of losses, and current management projections, (ii) the fact that the Cash Payment is a significant premium over the Company’s average trading price since May 12, 2023, and (iii) that the Cash Payment is greater than the Company’s current book value per share. The primary purpose of the Stock Splits is: (i) to continue to maintain the number of record holders below 300, which is the level at or above which the Company is required to file public reports with the Securities and Exchange Commission (the “SEC”), (ii) to provide the Cashed-Out Stockholders, who would not otherwise be able to sell their shares on the open market given the low trading volume and high brokerage cost relative to their ownership percentage, the ability to receive cash for their shares without incurring such brokerage fees, and a price per share that is a premium over market trading prior to our announcement of the Stock Splits, and (iii) to further continue with the Company’s plan to reduce costs and expense by eliminating public reporting, and more effectively devote management’s time to the operations of the business. In reaching this conclusion in approving the proposal, the Board considered a number of factors, including but not limited to: (a) the continued cost savings of not being a public reporting company, including the saving of management time and focus, (b) the ability of stockholders holding less than the Minimum Number of shares to receive liquidity in their shares without incurring excess brokerage commissions at a premium in cash over recent market prices, (c) that Cashed-Out Stockholders will no longer participate in the future earnings, growth or loses of the Company, (d) the limited liquidity in the Company’s Common Stock on the OTC Markets, (e) the Company’s historical and projected financial performance, and historical market prices and recent trading activity, (f) the reduction of public information about the Company, and the effect on the Company and its stockholders, customers, vendors and competitors, (g) the cost of effecting the Stock Splits and the need to raise capital in the form of secured convertible promissory notes with existing stockholders to enact the Stock Splits, and (h) the lack of other alternative transactions for the Company.