Ottawa, Ontario--(Newsfile Corp. - April 21, 2025) - KWESST Micro Systems Inc. (TSXV: KWE) (TSXV: KWE.WT.U) (NASDAQ: KWE) (NASDAQ: KWESW) ("KWESST" or the "Company") announces, subject to the final approval of the TSX Venture Exchange (the "TSXV"), that it will effect a consolidation of the Company' issued and outstanding common shares (each, a "Share") on the basis of twenty-one (21) pre-consolidation Shares for each one (1) post-consolidation Share (the "Consolidation"). The Consolidation will be effective at 12:01 a.m. Eastern Daylight Time April 23, 2025. The Shares are expected to begin trading on the TSXV and Nasdaq Capital Market (the "Nasdaq") on a consolidated basis on or around April 23, 2025.
The Company's shareholders previously approved the Consolidation at a special meeting of shareholders held on March 31, 2025 up to a ratio of twenty five (25) pre-consolidation Shares for each one (1) post-consolidation Share, such ratio and the implementation and timing of such Consolidation to be determined by the Company's Board of Directors (the "Board") at its discretion. The Consolidation was effected pursuant to a resolution of the Board dated April 2, 2025.
As at the date hereof, there are a total of 11,137,638 Shares issued and outstanding. Assuming no other change to the issued and outstanding Shares, a total of 530,363 Shares, subject to adjustments for rounding, will be issued and outstanding.
No fractional post-Consolidation Shares will be issued as a result of the Consolidation. Fractional Shares will be rounded up to the next nearest whole number of Shares if the fraction is at least half of a Share and rounded down to the nearest whole number of Shares if the fraction is less than half a Share.
The principal purpose of the Consolidation is to increase the bid price of the Shares to regain compliance with the continued listing requirements of the Nasdaq Capital Market. The Company's name and trading symbol will remain unchanged following the Consolidation. The new CUSIP number will be 501506802 and the new ISIN number will be CA5015068029 for the post-Consolidation Shares.
A letter of transmittal from the Company's transfer agent, TSX Trust Company, has been sent to registered shareholders and is available on the Company's SEDAR+ profile at www.sedarplus.ca. The letter of transmittal contains instructions on how registered shareholders can exchange their Share certificates representing pre-Consolidation Shares for new certificates representing post-Consolidation Shares. Until surrendered, each Share certificate representing pre-Consolidation Shares will represent the number of whole post-Consolidation Shares to which the holder is entitled as a result of the Consolidation. Shareholders who hold their Shares in brokerage accounts are not required to take action to effect an exchange of their pre-Consolidation Shares for post-Consolidation Shares.
The Consolidation will not have any effect on the number of issued and outstanding Share purchase warrants of the Company which trade on the TSX-V under the symbol "KWE.WT.U" or on Nasdaq under the symbol "KWESW" (collectively, the "Listed Warrants"). However, as a result of the Consolidation, the number of Shares issuable upon the exercise of each Listed Warrant will be reduced and the exercise price increased, the whole in accordance with the terms of the indenture and warrant agent agreement, as applicable, governing the Listed Warrants. Following the Consolidation, the exercise of twenty-one (21) Listed Warrants will be required to purchase one (1) post-Consolidation Share, and the exercise price will be US$1,050.00 per Share. No fractional Share will be issued upon exercise of any Listed Warrants. The Listed Warrants will continue to trade on the TSX-V and Nasdaq, as applicable, in each case, under their existing CUSIP number.
The exercise price and number of Shares of the Company issuable upon exercise of any other outstanding convertible securities will be proportionately adjusted pursuant to the Consolidation.
The Company believes that the Consolidation is in the best interests of shareholders as it will allow the Company to ensure continued compliance with Nasdaq's minimum bid price requirements.
About KWESST
KWESST (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) (TSXV: KWE.WT.U) develops and commercializes breakthrough next-generation tactical systems for military and security forces. The company's current portfolio of offerings includes digitization of tactical forces for real-time shared situational awareness and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other KWESST products include countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with TAK. The company also has a new proprietary non-lethal product line branded PARA OPSTM with application across all segments of the non-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada with representative offices in London, UK and Abu Dhabi, UAE.
Neither the TSX Venture Exchange nor its respective Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release includes certain statements that may be deemed "forward-looking statements" within the meaning of Canadian and United States securities laws (collectively, "forward-looking statements"), which may be identified by the use of words such as "plans", "intends", "believes", "proposed", or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", or "will" be taken, occur or be achieved. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include: the anticipated positive effects of shareholder approval of the Consolidation and the ability of KWESST to maintain compliance with regulatory requirements following the Consolidation, notably Nasdaq's minimum bid price requirement; risks and uncertainties detailed from time to time in KWESST's filings with the Canadian Security Administrators and the United States Securities and Exchange Commission, and many other factors beyond the control of KWESST. Although KWESST has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and KWESST undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
