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EX-3.2 - EXHIBIT 3.2 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh32.htm |
EX-3.1 - EXHIBIT 3.1 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh31.htm |
8-K - FORM 8-K - INSIGNIA SYSTEMS INC/MN | a2021_0105isigform8k.htm |
Exhibit 99.1
Contact:
Insignia Systems,
Inc.
Kristine Glancy,
CEO
(763)
392-6200
|
FOR IMMEDIATE RELEASE
INSIGNIA SYSTEMS, INC. REVERSE STOCK SPLIT
EFFECTIVE DECEMBER 31, 2020
MINNEAPOLIS, MN – December 31, 2020 – Insignia Systems, Inc. (Nasdaq: ISIG)
today announced that effective at 5:00 p.m. central time on
December 31, 2020, the Company will effect a seven-for-one reverse
stock split of its outstanding common stock.
The
Company's common stock will continue to trade under the symbol
“ISIG” and it is expected to open for trading on Nasdaq
on January 4, 2021 on a post-split basis.
The
reverse stock split is primarily intended to bring the Company into
compliance with the minimum bid price requirement to maintain the
listing of its common stock on the Nasdaq Capital Market. Upon the
effectiveness of the reverse stock split, every seven shares of
issued and outstanding common stock at the close of business on
December 31, 2020 automatically will be combined into one issued
and outstanding share of common stock, with no change in par value
per share.
The
reverse stock split will reduce the number of shares of the
Company's authorized common stock from 40 million shares to
approximately 5.7 million shares. No fractional shares will be
issued as a result of the reverse stock split. Any fractional
shares that would result from the reverse stock split will be
cancelled in exchange for the payment of cash
consideration.
The
reverse stock split will affect all issued and outstanding shares
of the Company’s common stock, as well as the number of
shares of common stock available for issuance under the
Company’s equity compensation programs and all outstanding
equity-based awards. The reverse stock split will reduce the number
of shares of common stock issuable upon the exercise or vesting of
equity-based awards and correspondingly increase any applicable
exercise prices. The reverse stock split will affect all
shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s equity, except to the
extent that the reverse stock split results in some shareholders
experiencing an adjustment of a fractional share as described
above.
Shareholders
holding share certificates will receive information from EQ
Shareowner Services, the Company’s transfer agent, regarding
the process for exchanging their shares of common stock.
Shareholders with questions may contact our transfer agent by
calling 800-401-1957.
About Insignia Systems, Inc.
Insignia
Systems, Inc. sells product solutions ranging from in-store to
digital advertising. Consumer-packaged goods (CPG) manufacturers
and retailers across the country rely on our deep expertise in the
dynamic retail environment to provide a full suite of shopper
engagement solutions.
For
additional information, contact (800) 874-4648, or visit the
Insignia website at www.insigniasystems.com
Investor inquiries can be submitted to investorrelations@insigniasystems.com.
Cautionary Statement for the Purpose of Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995
Statements in this press release that are not statements of
historical or current facts are considered forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended. The
words “anticipate,” “continue,”
“expect,” “intend,” “remain,”
“seek,” “will” and similar expressions
identify forward-looking statements. Readers are cautioned not to
place undue reliance on these or any forward-looking statements,
which speak only as of the date of this press release. Statements
made in this press release regarding, for instance, anticipated
future profitability, future service revenues, innovation and
transformation of Insignia’s business, allocations of
resources, benefits of new relationships, and the impacts of the
COVID-19 pandemic and efforts to mitigate the same are
forward-looking statements. These forward-looking statements are
based on current information, which we have assessed and which by
its nature is dynamic and subject to rapid and even abrupt changes.
As such, actual results may differ materially from the results or
performance expressed or implied by such forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors, including those set forth
in our Annual Report on Form 10-K for the year ended December 31,
2019 and additional risks, if any, identified in our Quarterly
Reports on Form 10-Q and our Current Reports on Forms 8-K filed
with the SEC. Such forward-looking statements should be read in
conjunction with Insignia's filings with the SEC. Insignia assumes
no responsibility to update the forward-looking statements
contained in this press release or the reasons why actual results
would differ from those anticipated in any such forward-looking
statement, other than as required by law.