FITCHBURG, Mass., Jan. 04, 2024 (GLOBE NEWSWIRE) -- Micron Solutions, Inc. (OTC Pink Markets: 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 that it effected at 4:01 pm ET on January 4, 2024 a 1-for-1,000 reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock, which was immediately followed effective at 4:02 pm ET 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”). The Company’s common stock has been assigned a new CUSIP number of 59511X 204.
As a result of the Stock Splits, 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”) who would only be entitled to a fraction of a share of Common Stock upon the consummation of the Reverse Stock Split will be paid in cash in lieu of such fraction of a share of Common Stock in an amount equal to $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 as a result of 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.”
On September 28, 2023, the Company’s Board of Directors approved the Stock Splits, subject to stockholder approval. Stockholders of the Company representing a majority of the issued and outstanding common stock entitled to vote thereon approved the Stock Splits by written consent on November 21, 2023. The Company’s Board of Directors further unanimously determined on December 28, 2023 to move forward with the Stock Splits on or about the January 4, 2024. The primary purpose of the Stock Splits was: (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 obligations, and to more effectively devote management’s time to the operations of the business.
The Company’s transfer agent, Continental Stock Transfer & Trust will provide instructions to the Continuing Stockholders and Cashed-out Stockholders for exchanging shares and receiving the Cash Payment. For additional questions related to the transfer mechanics or the Cash Payment related to the Stock Splits, stockholders may contact the Reorganization Department of Continental Stock Transfer & Trust, our Transfer Agent, at (917) 262-2378, or shareholders with shares in brokerage accounts may contact their brokers.
As previously noted, the Company does not intend to continue to publish current information or take such actions to enable a trading market in its Common Stock following the Stock Splits. Further, the Company can provide no assurances that any broker-dealer will continue to make a market in its stock, maintain quotation prices, or that there will be any trading level in the Company’s Common Stock.
About Micron Solutions, Inc.
Micron Solutions, Inc., through its wholly-owned subsidiary, Micron Products, Inc., is a diversified contract manufacturing organization that produces highly-engineered, innovative medical device components requiring precision machining and injection molding. The Company also contract manufactures components, devices and equipment for military, law enforcement, industrial and automotive applications. In addition, the Company is a market leader in the production and sale of silver/silver chloride coated and conductive resin sensors used as consumable component parts in the manufacture of integrated disposable electrophysiological sensors. The Company’s strategy for growth is to build a best-in-class contract manufacturer with a specialized focus on plastic injection molding and highly-engineered medical devices and components requiring precision machining.
Safe Harbor Statement
Forward-looking statements made herein, including statements related to strategic focus and the Company’s approval, reasons for, and effecting the Stock Splits, are based on current expectations of Micron Solutions, Inc. (“our” or the “Company”) that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. Therefore, actual results may differ materially from what is expressed in or implied by these forward-looking statements. The factors that could cause our actual results of operations, financial condition, performance or achievements to be affected materially, which include, but are not limited to, Company’s ability to continue as a going concern, our ability to implement cost reduction measures and/or raise additional equity and/or debt, our ability to obtain and retain order volumes from customers who represent significant proportions of net sales; our ability to maintain our pricing model, offset higher costs with product price increases and/or decreases to our cost of sales; variability of customer delivery requirements; the level of and ability to generate sales of higher margin products and services; our ability to manage our level of debt, which higher debt levels could make the Company sensitive to the effects of economic downturns and limit our ability to react to changes in the economy or our industry; failure to comply with financial and other covenants in our credit facility; the impact on the Company’s operations and financial results due to economic uncertainty and disruption including, but not limited to, inflation, recession risks and ongoing regional military conflicts; reliance on revenues from exports and impact on financial results due to economic uncertainty or downturns in foreign markets; volatility in commodity and energy prices and our ability to offset higher costs with price increases; continued availability of supplies or materials and components used in manufacturing at competitive prices, including managing disruptions in the supply chain and the availability of certain raw materials; variations in the mix of products sold; maintaining regulatory quality standards applicable to our manufacturing and quality processes; and the amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources. The Company assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
For more information, contact:
Mr. William J. Laursen
Chief Executive Officer
978-602-1455
