Authentidate (ADAT) Approves One-for-Two Reverse Split; Aims to Raise Per Share Price

August 30, 2012 5:11 PM EDT
Authentidate Holding Corp. (Nasdaq: ADAT), announced a 1-for-2 reverse split of its common stock. The reverse stock split became effective today at 5:01 p.m. Eastern Time and Authentidate's common stock will begin trading on The NASDAQ Capital Market on a split-adjusted basis when the market opens on Friday, August 31, 2012.

The purpose of the reverse stock split is to raise the per share trading price of Authentidate's common stock to regain compliance with the $1.00 per share minimum bid price requirement for continued listing on The NASDAQ Capital Market. As previously disclosed, in order to maintain its listing on The NASDAQ Capital Market, on or before September 17, 2012, the common stock must have a minimum closing bid price of $1.00 per share for a minimum of 10 prior consecutive trading days. There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of Authentidate's common stock prior to such date to meet this requirement. The common stock will continue to be reported on the NASDAQ Capital Market under the symbol "ADAT," and the new CUSIP number for the company's common stock following the reverse stock split is 052666203.

The reverse stock split was approved by Authentidate's stockholders at the annual meeting held on June 21, 2012 and the Board of Directors was authorized to implement a reverse stock split and determine the ratio of the split within a range of not less than 1-for-2 or greater than 1-for-5. The Board of Directors has determined to fix the ratio for the reverse stock split at 1-for-2.

At the effective time of the reverse stock split, every two shares of Authentidate's issued and outstanding common stock converted automatically into one issued and outstanding share of common stock, without any change in the par value per share. The reverse stock split reduced the number of shares of Authentidate's common stock outstanding from approximately 54.0 million to approximately 27.0 million. In addition, the reverse stock split effected a proportionate adjustment to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options and warrants to purchase or acquire shares of Authentidate's common stock, and the number of shares reserved for issuance pursuant to Authentidate's existing equity incentive compensation plans were reduced proportionately. The reverse split also effected a proportionate adjustment to the conversion price and number of shares of common stock issuable upon the conversion of all outstanding shares of convertible preferred stock. The number of authorized shares of the company's common stock was not affected by the reverse stock split.

No fractional shares will be issued as a result of the reverse stock split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the closing sale price of the Authentidate's common stock as reported today on the NASDAQ Capital Market. Authentidate's transfer agent, Continental Stock Transfer & Trust Company, will provide instructions to stockholders of record regarding the process for exchanging shares.

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