DEF 14C: Awaysis Capital Plans Reverse Stock Split to Pursue National Exchange Listing

Awaysis Capital intends to implement a reverse stock split, with a ratio of up to 20:1, to meet listing requirements for exchanges like NYSE American.

Summary

• Awaysis Capital, Inc. is planning a reverse stock split of its common stock, with a ratio of up to 20:1.
• The decision to implement the reverse stock split was approved by holders of approximately 84% of the voting capital stock and the board of directors on September 13, 2024.
• The exact split ratio will be determined by the Co-Chief Executive Officers of the Company.
• The primary goal of the reverse stock split is to enable the company to list its common stock on the NYSE American or another national securities exchange.
• The reverse stock split requires an amendment to the company's Articles of Incorporation.
• The reverse stock split cannot be effected until at least 20 calendar days after the Definitive Information Statement is filed with the SEC and mailed to stockholders.
• FINRA must be notified of the reverse stock split no later than 10 days prior to the anticipated effective date.
• As of February 19, 2025, the company had 384,031,524 shares of Common Stock outstanding.
• As of February 19, 2025, the company had option awards and shares underlying a convertible promissory note to acquire up to 46,219,264 shares of Common Stock.
• The company had approximately 569,749,212 authorized, but unissued and reserved, shares of Common Stock as of February 19, 2025.
• The reverse stock split would increase the number of authorized and available shares of Common Stock to approximately 956,974,920 shares (assuming a 1 for 10 ratio) or 978,487,459 shares (assuming a 1 for 20 ratio).

Sentiment

Score: 6

Explanation: The document outlines a strategic move (reverse stock split) to improve the company's position for a potential exchange listing. While there are inherent risks, the overall sentiment is moderately positive as the company is proactively addressing its stock price and marketability.

Positives

• Listing on a national securities exchange like NYSE American could increase company recognition and stock liquidity.
• A higher stock price post-reverse stock split could attract a broader range of investors, including institutional investors.
• An effective increase in authorized shares provides flexibility for future financing and strategic transactions.
• The reverse stock split could improve the marketability and liquidity of the Common Stock.

Negatives

• The market price of the common stock may decline after the reverse stock split.
• The reduced number of shares outstanding after the reverse stock split could adversely affect the liquidity of the common stock.
• Some stockholders holdings will be reduced to less than a round lot (100 shares).
• There is no assurance that the reverse stock split will result in per share stock prices that will attract additional investors or increase analyst coverage.

Risks

• The market price per share may not rise or remain constant in proportion to the reduction in shares outstanding after the reverse stock split.
• The reduced number of outstanding shares could negatively impact the liquidity of the Common Stock.
• The company may not continue to satisfy the listing requirements of the NYSE American or other national securities exchange even after a successful reverse stock split.
• Failure to carry out the reverse stock split carries the significant risk that if we do not effect the Reserve Split, we would be unable to list our Common Stock on the NYSE American or other national securities exchange in the foreseeable future, thereby making it likely that the liquidity and market price of our stock will remain low and discourage future investments in our Company.

Future Outlook

The company intends to seek to have its Common Stock trade on the NYSE American or other national securities exchange, which it believes will help support and maintain stock liquidity and company recognition for its stockholders.

Management Comments

• Our Board does not believe that our stock price could trade above $3.00 on its own accord in the short term, and therefore it is in our Companys best interests and in the interests of our stockholders to effect the Reverse Split.

Industry Context

Listing on exchanges like NYSE American is generally considered more efficient and widely followed than alternative markets like the OTCMarkets platform.

Comparison to Industry Standards

• The document mentions the listing standards of the NYSE American, which requires a minimum bid price of $3.00 per share.
• The document compares the OTCMarkets platform to exchanges like NYSE American, noting that the latter are generally considered to be more efficient and widely followed.

Stakeholder Impact

• The reverse stock split could impact stockholders by potentially increasing the stock price and attracting more investors.
• The reverse stock split could affect the liquidity of the Common Stock, potentially making it easier or harder to trade shares.
• The reverse stock split could impact employees through its effect on the company's overall financial health and market position.

Next Steps

• The Co-Chief Executive Officers will determine the exact split ratio and timing of the reverse stock split within twelve months of stockholder approval.
• The company will file a Certificate of Amendment with the Delaware Secretary of State to effect the reverse stock split.
• The company will notify FINRA of the reverse stock split no later than 10 days prior to the anticipated record date.
• The company will notify stockholders of the reverse stock split effective date via a Current Report on Form 8-K.
• The company will seek to list its Common Stock on the NYSE American or other national securities exchange.

Key Dates

Keywords

reverse stock split, Awaysis Capital, NYSE American, stock listing, common stock, stock price, FINRA, securities exchange