Business Context and Reporting Period
Local Bounti Corporation filed a Form 8-K dated April 26, 2023, reporting the results of its special meeting of stockholders held that day. The company is a Delaware corporation listed on the New York Stock Exchange under LOCL and LOCL WS.
Meeting Results and Key Metrics
- As of April 3, 2023, 104,489,422 shares of common stock were issued and outstanding and entitled to vote.
- 65.04% of eligible shares were represented in person via live webcast or by proxy, constituting a quorum.
- Stockholders approved an amendment permitting the board to effect a reverse stock split at a ratio ranging from 1-for-2 to 1-for-25.
- Votes for: 67,771,527; votes against: 180,101; abstentions: 16,315.
Material Changes Versus Prior Period
The filing reports a stockholder vote and does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating results for comparison with a prior period.
Outlook, Risks, and Unusual Items
The board may implement the reverse stock split at its discretion at any time before June 30, 2024, without further stockholder approval. If implemented, the company will file a certificate of amendment with the Delaware Secretary of State. The filing does not state whether the board will proceed, identify the selected ratio, or provide an effective date.
Because Proposal 1 received sufficient approval, Proposal 2 described in the company’s April 13, 2023 definitive proxy statement was not presented to stockholders.
Investor Verification Items
- Verify whether the board subsequently authorized the reverse stock split and the final ratio and effective date.
- Assess the effect of any reverse split on the company’s share count, trading price, warrants, and listing compliance.
- Review the April 13, 2023 definitive proxy statement for the details of Proposal 2 and the rationale for the proposed reverse split.
- Note that this 8-K does not contain current financial statements or operational guidance.