Seeks to Avoid Delisting from Nasdaq Capital Market
ORLANDO, Fla., Dec. 06, 2022 (GLOBE NEWSWIRE) — Kalera Public Limited Company (“Kalera” or the “Company”) (Nasdaq: KAL), a vertical farming company headquartered in Orlando, Florida, will hold an extraordinary general meeting of its shareholders (the “EGM”) on December 15, 2022 at noon EST (5:00 p.m., Irish time) to seek shareholder approval of a reverse stock split.
“The Board of Directors encourages shareholders to vote FOR the reverse stock split proposal and FOR the adjournment proposal, to the extent necessary, to help ensure that the share price of our ordinary shares meets the continued listing requirements of the Nasdaq Capital Market,” said Curtis McWilliams, Chairman of the Board. “Non-compliance with Nasdaq listing requirements will result in the delisting of our shares from Nasdaq, which we believe would result in lower liquidity for our shareholders and reduced access to capital to execute our strategic growth plan.”
“A reverse stock split would consolidate the number of existing shares into fewer shares. It wouldn’t affect the company’s value, or the ownership percentage of each shareholder, but it would allow the company to remain in compliance with Nasdaq listing requirements,” Mr. McWilliams continued. “It is important that all Kalera shareholders vote their proxy, regardless of the number of shares they own. A vote FOR the reverse stock split would help ensure Kalera remains a Nasdaq-listed company.”
Shareholders as of the record date of November 8, 2022 are entitled to vote at the EGM. If shareholders have any questions about the EGM or need assistance voting their shares, please contact Georgeson LLC, Kalera’s proxy solicitor, by calling toll-free at 1-800-261-1052. Shareholders are encouraged to read about the reverse stock split proposals in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on November 16, 2022. The Definitive Proxy Statement can be found at www.sec.gov or on the Company’s website, by clicking on the following link: DEF 14A | Kalera.
Shareholders of Record
If your shares are registered in your name with Kalera’s stock transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares and the proxy statement was sent directly to you. Shareholders of record can vote by mail, online, by telephone or in person at the EGM by following the instructions provided on the proxy card. If you choose to submit a proxy by internet, go to www.proxyvote.com.
Beneficial Owners of Shares Held in Street Name
If your shares are held in “street name” (that is, in the name of a bank or broker or other holder of record), you will receive instructions from the holder of record and you must follow such instructions for your shares to be voted. Internet voting will also be offered to shareholders owning shares through most banks and brokers. If your shares are held with a brokerage firm or custodial bank, you are considered the “beneficial owner” of shares held in street name, and the proxy statement for the EGM was sent to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account.
Holders of shares held in “street name” may not vote these shares in person at the EGM unless such holders request and obtain a legal proxy from such bank, broker or other holder of record.
Whether you are a shareholder of record or a beneficial owner, you may obtain admission to the EGM by identifying yourself at the EGM as a shareholder as of the record date. If you are a record owner, possession of a copy of a proxy card will be adequate identification. If you are a beneficial owner, a copy of an account statement from your bank, broker or other nominee showing shares held for your benefit on November 8, 2022 will be adequate identification.
As a leader in controlled environment agriculture, Kalera is driven by our belief that vertical farming can play an important role in securing access to fresh produce for a growing world population facing climate change and concerns about the future of traditional farming. Through our proprietary technology, we sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Our automated, data-driven, hydroponic vertical farms produce higher yields and, use approximately 95% less water, and 99% less land than traditional farming. Sold under the Kalera brand, our leafy greens are “better than organic” and priced competitively, always with the end consumer in mind. Kalera is headquartered in Orlando, Florida with farms in Orlando; Atlanta, Georgia; Houston, Texas; Denver, Colorado; and Kuwait, with additional farms under development. More information is available at www.kalera.com.
This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements regarding Kalera’s share structure and Nasdaq listing status. These statements are based on various assumptions and/or on the current expectations of Kalera’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Kalera. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; changes in the assumptions underlying Kalera’s expectations regarding its future business; the effects of competition on Kalera’s future business; and the outcome of judicial proceedings to which Kalera is, or may become a party.
If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Kalera presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this communication. Kalera anticipate that subsequent events and developments will cause these assessments to change. However, while Kalera may elect to update these forward-looking statements at some point in the future, Kalera specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Kalera’s assessments as of any date subsequent to the date of this written communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Financial Profiles, Inc.
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