Fathom Digital Manufacturing Corp. (“Fathom” or the
“Company”) (NYSE: FATH), an industry leader in on-demand
digital manufacturing services, today announced its Board of
Directors approved a 1-for-20 reverse stock split of the Company’s
common stock that will become effective after the close of market
trading on September 28, 2023. The reverse stock split was approved
by the Company’s stockholders on July 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 of the reverse stock split, every 20
shares of issued and outstanding common stock will be combined and
reclassified into one issued and outstanding share of common stock.
Once effective, the reverse stock split will reduce the current
number of issued and outstanding shares of the Company’s Class A
common stock from approximately 70.1 million to approximately 3.5
million. Additionally, at the effective time, every 20 issued and
outstanding shares of the Company’s Class B common stock, which is
not listed on the New York Stock Exchange (“NYSE”), will be
combined and reclassified into one share of the Company’s Class B
common stock.
No fractional shares of the Company’s Class A common stock will
be issued in connection with the reverse stock split. In lieu
thereof, the Company’s transfer agent, Continental Stock Transfer
& Trust Company, as agent for the affected holders of record of
Class A common stock, will aggregate all fractional shares of Class
A common stock otherwise issuable in the reverse stock split and
arrange for their sale as soon as practicable after the effective
time on the basis of the prevailing market prices of the Class A
common stock at the time of the sale. After such sale, the transfer
agent will pay to such holders of record their pro rata share of
the total net proceeds derived from the sale of the fractional
shares of Class A common stock. The reverse stock split will affect
all stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except for adjustments
that may result from the treatment of fractional shares of Class A
common stock.
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 will 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 will be
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 decrease by 20 times, to an aggregate of
431,250 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 Class A 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.
Continental Stock Transfer & Trust Company is acting as
transfer and exchange agent for the reverse stock split and is also
the Company’s warrant agent. Registered stockholders who hold
shares of the Company’s common stock are not required to take any
action to receive post-reverse split shares. Stockholders owning
shares of Class A common stock via a broker, bank, trust or other
nominee will have their positions automatically adjusted to reflect
the reverse stock split, subject to such broker's particular
processes, and will not be required to take any action in
connection with the reverse stock split.
The primary goal of the reverse stock split is to increase the
per share market price of the Company’s Class A common stock to
meet the minimum $1.00 average closing price requirement for
continued listing on the NYSE. The Company’s Class A common stock
is expected to begin trading on a split-adjusted basis on the NYSE
at market open on September 29, 2023. The trading symbol for the
Class A common stock will remain “FATH” and the new CUSIP number
for the Class A common stock following the Reverse Stock Split will
be 31189Y202. The trading symbol and CUSIP number for the Company’s
public warrants will remain unchanged.
Additional information regarding the reverse stock split can be
found in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on May 25, 2023, and is
available on the SEC’s website at www.sec.gov and the Company’s
website at https://investors.fathommfg.com.
About Fathom Digital Manufacturing
Fathom is one of the largest on-demand digital manufacturing
platforms in North America, serving the comprehensive product
development and low- to mid-volume manufacturing needs of some of
the largest and most innovative companies in the world. With more
than 25 quick turn manufacturing processes combined with an
extensive national footprint, Fathom seamlessly blends in-house
capabilities across plastic and metal additive technologies, CNC
machining, injection molding and tooling, sheet metal fabrication,
design and engineering, and more. Fathom has more than 35 years of
industry experience and is at the forefront of the Industry 4.0
digital manufacturing revolution, serving clients in the
technology, defense, aerospace, medical, automotive, IOT sectors,
and others. Fathom's certifications include: ITAR Registered, ISO
9001:2015 Design Certified, ISO 9001:2015, ISO 13485:2016,
AS9100:2016, and NIST 800-171. To learn more, visit
https://fathommfg.com/.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Words such as “estimates,”
“projects,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,”
“future,” “propose,” “target,” “goal,” “objective,” “outlook” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the control of Fathom Digital Manufacturing Corporation (“Fathom”)
that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include: the inability to recognize the anticipated benefits of our
business combination with Altimar Acquisition Corp. II; changes in
general economic conditions, including as a result of the COVID-19
pandemic or any future outbreaks of other highly infectious or
contagious disease; the implementation of our optimization plan
could result in greater costs and fewer benefits than we
anticipate; the outcome of litigation related to or arising out of
the business combination, or any adverse developments therein or
delays or costs resulting therefrom; the ability to meet the New
York Stock Exchange’s listing standards following the consummation
of the business combination; costs related to the business
combination and additional factors discussed in Fathom’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the Securities and Exchange Commission (the “SEC”) on
April 7, 2023, as amended on May 1, 2023, as well as Fathom’s other
filings with the SEC. If any of the risks described above
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by our
forward-looking statements. There may be additional risks that
Fathom does not presently know or that Fathom currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Fathom’s expectations, plans or
forecasts of future events and views as of the date of this press
release. These forward-looking statements should not be relied upon
as representing Fathom’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements. Fathom
undertakes no obligation to update or revise any forward-looking
statements made by management or on its behalf whether as a result
of future developments, subsequent events or circumstances or
otherwise, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230915095485/en/
Michael Cimini Director, Investor Relations Fathom Digital
Manufacturing (262) 563-5575 michael.cimini@fathommfg.com
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