Safeguard Scientifics Announces Effective Date of Stock Splits to Effectuate the Going Dark Transaction and New Chief Executive Officer and Chief Financial Officer

RADNOR, Pa., Jan. 05, 2024 (GLOBE NEWSWIRE) -- Safeguard Scientifics, Inc. (Nasdaq:SFE) (“Safeguard” or the “Company”) today announced that, as authorized by its Board of Directors (the “Board”), the Company will file amendments to its articles of incorporation with the Pennsylvania Department of State to effectuate a reverse stock split at a ratio of 1-for-100, to be followed immediately by a forward stock split at a ratio of 100-for-1 (collectively referred to as “stock splits”), which are expected to become effective on or about January 12, 2024, and the Company’s common stock is expected to begin trading on The Nasdaq Stock Market LLC (“Nasdaq”) on a post-forward stock split basis upon the opening of trading on January 16, 2024.

These stock split ratios are within the ranges approved by the Company’s shareholders at the special meeting of shareholders held on December 15, 2023 in connection with the Company’s previously announced plan to cease the registration of the Company’s common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to delist the Company’s common stock from trading on Nasdaq (referred to as the “Transaction”).

As a result of the reverse stock split, shareholders of record owning immediately prior to the effective time of the reverse stock split fewer than 100 shares of common stock, would be entitled to a fraction of a share of common stock and will be paid cash in lieu of such fraction of a share of common stock, on the basis of $1.65, without interest (the “Cash Payment”), for each share of common stock held by such holder (the “Cashed Out Shareholders”) immediately prior to effective time, and the Cashed Out Shareholders would no longer be shareholders of the Company. Shareholders of record owning at least 100 shares of common stock immediately prior to the effective time of the reverse stock split (the “Continuing Shareholders”) would not be paid cash in lieu of any fraction of a share of common stock such Continuing Shareholders may be entitled to receive upon the reverse stock split. Upon the forward stock split, the shares of common stock (including any fraction of a share of common stock) held by such Continuing Shareholders after the reverse stock split will be reclassified into the same number of shares of common stock as such Continuing Shareholders held immediately prior to the effective time. As a result of the forward stock split, the total number of shares of common stock held by a Continuing Shareholder would not change due to the stock splits.