PHOENIX--(BUSINESS WIRE)--VIQ Solutions Inc. (“VIQ” or the “Company”) (TSX Venture Exchange: VQS and OTC Markets: VQSLF) a global provider of secure, AI-driven, digital voice and video capture technology and services for law enforcement, legal, insurance, courts, and transcription service provider markets, today announced the Company’s share consolidation was approved by 99.953% of the Shareholders who voted.
The share consolidation, followed by a two-trading day period, enables uplisting of VIQ’s DTC eligible foreign depository for Common Shares in the United States from the OTCQB to the QTCQX, the Best Market on OTC Markets.
“We deeply appreciate our shareholders’ confidence in the Board’s capital management decision as evidenced by the overwhelming majority of shareholders voting to approve the proposed share consolidation, said Sebastien Pare, VIQ President and Chief Executive Officer.
“As VIQ’s operating and financial performance continue improving, this decision expands investor interest in North America and Internationally where VIQ operates. It enhances the company position and visibility and reduces stock trading transaction costs and makes our results more comparable to peer companies with far fewer outstanding shares. And, importantly, VIQ’s earnings per share on a post-consolidation basis will more precisely reflect the Company's improved 2019 operating results.
“The now approved share consolidation ensures that VIQ’s capitalization structure continues to evolve with the Company and sets the stage in the United States, for a series of potential listings to more senior exchanges starting with an uplisting to the OTC QX Best Market in the United States,” said Mr. Paré.
The combination of a higher Common Share trading price and potential accelerating financial performance could attract financial community recommendations and institutional investors whose internal policies only allow investments above a certain minimum share price. There is, however, no assurance that the consolidation will attract such institutional investors to invest in the Company.
Consolidation Process
The reverse stock split is expected to take effect, and the Company's common shares are expected to begin trading on a split-adjusted basis on the TSX Venture Exchange: VQS as of the opening of trading on or about December 3, 2019 and OTC Markets: VQSLF on or about December 5, 2019. The trading symbols for the Company's common shares will not change and there will be no halt in trading of the stock during the interim period. The CUSIP number of 91825V400 will be assigned to the Company's common shares when the reverse stock split becomes effective.
When the reverse stock split becomes effective, every twenty of the Company's issued common shares will be combined into one issued common share, without any change to the par value per share. This will reduce the number of outstanding Common shares from approximately 217.1 million to approximately 10.9 million (on a non-diluted basis and subject to rounding to account for fractional Common Shares). No fractional shares will be issued in connection with the reverse stock split.
Registered shareholders will receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-consolidation Common Share certificates for post-consolidation Common Share certificates.
Non-registered beneficial holders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have specific procedures for processing the Consolidation. Shareholders holding their Common Shares with such a bank, broker or nominee and who have any questions in this regard are encouraged to contact their nominee.
The exercise or conversion price of, and the number of Common Shares issuable under, any convertible securities of the Company will be proportionately adjusted upon the completion of the Consolidation.
Appointment to the Board of Directors
VIQ announces the appointment of Brad Wells to the Board of Directors. Mr. Wells has more than 25 years’ experience as an international entrepreneur. He has seeded, owned and operated high performance companies that disrupted their markets to ignite significant tangible results. He is a seasoned business executive.
“Brad’s experience in digital transformation of a traditional service industry like insurance is unique in North America. Brad’s entrepreneurial skills complement the Board very well at a pivotal time as the Company focuses on scalability and revenue quality,” said Larry Taylor, Chairman of the Board.
About VIQ Solutions Inc.
VIQ Solutions is a global expert in video capture software and audio recording with voice-to-text capabilities. VIQ provides a cyber-secure AI technology and service platform to law enforcement, immigration, medical, legal, insurance, courts, and transcription service providers, enabling them to unlock the value of their enterprise digital media and streamline their document-creation workflow, using artificial intelligence tools for measurable business gains.
Forward-looking Statements
Certain statements included in this news release constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements or information in this news release include, but are not limited to, management’s targets for the Company’s growth in 2019, as well as the size, scope, and timing of the implementation of projects currently in the pilot phase.
Forward-looking statements or information is based on several factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although VIQ believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because VIQ can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding, among other things, the Company’s recent initiatives, and that sales and prospects may provide incremental value for shareholders. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.
Forward-looking statements or information is based on current expectations, estimates and projections that involve several risks and uncertainties which could cause actual results to differ materially from those anticipated by VIQ and described in the forward-looking statements or information. These risks and uncertainties may cause actual results to differ materially from the forward-looking statements or information. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release
