St. Louis, Missouri, USA
July 18, 2024
Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a seed innovation company, announced that, following stockholder approval at the Company’s annual meeting held this morning, its board of directors (the “Board”) has approved a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of one-for-thirty five (1-for-35) (the “Reverse Stock Split”). The Company anticipates that the Reverse Stock Split will take effect at 4:01 p.m. Eastern Time/3:01 p.m. Central Time today (the “Effective Time”) and will be reflected in the market at the start of trading on the New York Stock Exchange (“NYSE”) tomorrow, Friday, July 19, 2024, on a split-adjusted basis. The Company’s shares will continue to trade on the NYSE under the symbol “BHIL” under a new CUSIP number (082490202). The Company’s publicly traded warrants will continue to be traded over-the-counter under the symbol BHILW under the same CUSIP number (082490111).
The Reverse Stock Split is being implemented, in part, to enable the Company to regain compliance with the continued listing requirements of the NYSE, which require, among other things, that the average closing price of the Common Stock for any 30 consecutive trading-day period not fall below $1.00 per share.
Once the Reverse Stock Split is implemented, each thirty five (35) outstanding shares of pre-split Common Stock will be automatically combined and reclassified into one (1) share of post-split Common Stock. The Company anticipates that the Reverse Stock Split will likely increase the Common Stock’s per share stock price by roughly the same factor. Following the Effective Time, as a result of the Reverse Stock Split the total number of shares of Common Stock issued and outstanding will be reduced from approximately 213 million to approximately 6 million. The Reverse Stock Split will not change the number of authorized shares of Common Stock, the terms of the Common Stock, or the relative voting power of the Company’s stockholders. The Reverse Stock Split does not otherwise affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission (the “SEC”).
No fractional shares will be issued in connection with the Reverse Stock Split. In lieu of issuing fractional shares, the Company will pay, or cause to be paid, to each stockholder who otherwise would have been entitled to a fraction of a share an amount in cash (without interest or deduction) equal to the closing price of the Common Stock on July 18, 2024, as reported on the NYSE, multiplied by the fractional share amount.
Following the Effective Time, the number of shares of Common Stock issuable upon exercise or vesting of outstanding equity awards, options and warrants, and the per share exercise or purchase price related thereto, if any, will be equitably adjusted in accordance with the terms of such securities and applicable equity incentive plans.
All shares of Common Stock are held in uncertificated form. As a result, registered stockholders are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and likewise will not be required to take any action in connection with the Reverse Stock Split.
For additional information regarding the Reverse Stock Split, investors may refer to the Company’s Definitive Proxy Statement filed with the SEC on June 14, 2024, as amended or supplemented, which is available on the SEC’s website at www.sec.gov.
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