Blue Apron Announces 1-for-12 Reverse Stock Split

By: Blue Apron Holdings, Inc. via Business Wire

June 07, 2023 at 11:00 AM EDT

Blue Apron Holdings, Inc. (NYSE: APRN) today announced that its Board of Directors approved a reverse stock split of the Company’s Class A common stock at a ratio of 1-for-12. Earlier on June 7, 2023, at the Company’s annual meeting of stockholders, the Company’s stockholders approved a reverse stock split of the Company’s Class A common stock at a split ratio of between 1-for-5 and 1-for-20. The reverse stock split is expected to be effective after market close on June 7, 2023 (Effective Time). The Company’s Class A common stock will begin trading on a split-adjusted basis on the New York Stock Exchange (NYSE) at the market open on June 8, 2023.

At the Effective Time, every 12 issued and outstanding shares of the Company’s Class A common stock will be converted automatically into one share of the Company’s Class A common stock without any change in the par value per share. Once effective, the reverse stock split will reduce the number of shares of Class A common stock issued and outstanding from approximately 76 million to approximately 6 million.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will instead be entitled to receive an amount of cash based on the closing price per share of the Class A common stock on the NYSE at the closing of business on the trading day preceding the Effective Time.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Proportional adjustments will be made to the number of shares of the Company’s Class A common stock issuable upon exercise of the Company’s stock options, performance stock units, restricted stock units and warrants, as well as the applicable exercise price.

Holders of the Company’s Class A common stock held in book-entry form or through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to a broker’s particular processes, and do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from Computershare Trust Company, N.A., the Company’s transfer agent, regarding their stock ownership post-split. Stockholders who hold shares in brokerage accounts should direct any questions concerning the reverse stock split to their brokers; all other stockholders may direct questions to the transfer agent, Computershare Trust Company, N.A., who can be reached at (781) 575-2765 or (800) 546-5141.

The reverse stock split will not modify any rights or preferences of the Company’s Class A common stock. The reverse stock split is intended to increase the market price per share of the Company’s Class A common stock to ensure the Company regains full compliance with the NYSE share price listing rule and maintains its listing on the NYSE. As previously announced, the Company can regain compliance with the NYSE’s continued listing standards if, as of the last trading day of any calendar month during the six-month cure period beginning on December 21, 2022, the Company’s Class A common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the prior 30 trading-day period. The Company anticipates that effects of the reverse stock split will be sufficient for the Company to regain compliance with the NYSE’s continued listing standards as early as June 21, 2023.

The trading symbol for the Company’s Class A common stock will remain “APRN.” The new CUSIP number for the Company’s Class A common stock following the reverse stock split will be 09523Q 309.

Forward-Looking Statements

This press release includes statements concerning Blue Apron Holdings, Inc. and its future expectations, plans and prospects that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms or other similar expressions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, the Company’s ability to maintain the necessary stock price levels to regain compliance with the NYSE minimum share price continued listing standard by the compliance date or, if achieved, to attain compliance with the minimum global market capitalization listing standard and continue to satisfy the other NYSE’s qualitative and quantitative continued listing standards in the future, including due to the Company’s financial condition or results of operations, market conditions or the market perception of the Company’s business, financial condition or results of operations; and other risks more fully described in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023, Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2023, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 4, 2023, and in other filings that the Company may make with the SEC in the future. The Company assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

About Blue Apron

Blue Apron’s vision is Better Living Through Better Food™. Launched in 2012, Blue Apron offers fresh, chef-designed meals that empower home cooks to embrace their culinary curiosity, challenge their abilities in the kitchen and see what a difference cooking quality food can make in their lives. Blue Apron is focused on bringing incredible recipes to its customers, deepening its commitment to its employees, continuing to reduce food and packaging waste, and addressing its carbon impact. Visit blueapron.com to learn more.