DEF 14C: Elite Performance Holding Corp. Announces 10-for-1 Reverse Stock Split Ahead of Nasdaq Listing

Elite Performance Holding Corp. is implementing a 10-for-1 reverse stock split to meet Nasdaq listing requirements in conjunction with a planned offering.

Summary

• Elite Performance Holding Corp. is undertaking a 10-for-1 reverse stock split of its common stock.
• This action has been approved by the majority shareholder, Joey Firestone, who holds Series A Super Voting Preferred Stock.
• The reverse stock split is intended to help the company meet the requirements for listing on Nasdaq.
• The company has applied to list its common stock on Nasdaq under the symbol BYLT and has filed a Registration Statement on Form S-1 to complete an offering of its common stock.
• The reverse stock split will occur immediately prior to the closing of the offering.
• The reverse stock split will reduce the number of outstanding shares from 126,228,764 to approximately 12,622,876, subject to rounding.
• The reverse stock split will not be effective until FINRA approval and at least 20 days after the mailing of the information statement.
• The company's CEO, Joey Firestone, holds super voting preferred stock, giving him control over corporate matters.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While a reverse stock split can be a necessary step for a Nasdaq listing, it can also be perceived negatively by investors. The success hinges on the subsequent offering and the company's ability to deliver value.

Positives

• The reverse stock split is a step towards listing on Nasdaq, which could increase the company's visibility and access to capital.
• The majority shareholder's approval ensures the action will be implemented smoothly.
• The company is taking advantage of rules that permit them to deliver only one Information Statement to Shareholders who share the same address unless otherwise requested, reducing expenses.

Negatives

• Reverse stock splits can sometimes be perceived negatively by investors, as they reduce the number of shares outstanding.
• The company's stock is not yet quoted, and there is no current market price.

Risks

• The reverse stock split is contingent on FINRA approval.
• The Nasdaq listing is contingent on the completion of the offering.
• The public offering price per share of common stock will be determined by the company and the underwriters at the time of pricing, which introduces uncertainty.

Future Outlook

The company anticipates that the reverse stock split will be effective on or after April 2, 2025, pending FINRA approval, and intends to proceed with its Nasdaq listing and offering.

Management Comments

• The Board of Directors has determined to reduce the expenses of delivering multiple materials to our Shareholders, we are taking advantage of rules that permit us to deliver only one Information Statement to Shareholders who share the same address unless otherwise requested.

Industry Context

Reverse stock splits are a common strategy for companies seeking to meet minimum listing requirements for exchanges like Nasdaq. This action is often taken in conjunction with capital raising efforts.

Comparison to Industry Standards

• Many companies pursuing Nasdaq listings have undertaken reverse stock splits to meet the minimum share price requirement, which is typically $4.00 per share.
• Similar companies in the performance holding sector, such as Xponential Fitness, have utilized public offerings to fuel growth after achieving exchange listing.
• The 10-for-1 ratio is a fairly standard ratio for reverse stock splits, with some companies opting for more aggressive or conservative ratios depending on their specific circumstances.

Stakeholder Impact

• Shareholders will see a reduction in the number of shares they own, but the proportional value should remain the same.
• The company hopes to attract new investors through the Nasdaq listing.
• Employees may benefit from the increased stability and growth potential associated with a Nasdaq-listed company.

Next Steps

• Obtain FINRA approval for the reverse stock split.
• Complete the 10-for-1 reverse stock split.
• Secure Nasdaq listing under the symbol BYLT.
• Close the offering of common stock.

Key Dates

Keywords

reverse stock split, Nasdaq, offering, common stock, BYLT, FINRA, Series A Preferred Stock, Joey Firestone