TTSH News & Events

Tile Shop Holdings trading halted, news pending

Tile Shop Holdings announced the effective date for the previously announced stock splits and the effective date of the company's voluntary delisting from The Nasdaq Capital Market. Following the approval of the company's stockholders at the special meeting of stockholders of the company held on December 3, the company's board of directors approved a 1-for-3,000 reverse stock split of the company's common stock, followed immediately by a 3,000-for-1 forward stock split of the company's common stock. The company intends to file certificates of amendment to the certificate of incorporation of the company, as amended, with the Secretary of State of the State of Delaware on December 15, to effect the Reverse Stock Split at 5:01 p.m., followed immediately by the Forward Stock Split at 5:02 p.m., respectively, on that day. Beginning at the opening of trading on Tuesday, December 16, the company's common stock will continue to trade on The Nasdaq Capital Market on a post Stock Split basis under the existing symbol "TTSH," and CUSIP 88677Q208. As previously announced, the company is undertaking the stock splits in connection with the proposed delisting of its common stock from The Nasdaq Stock Market and the deregistration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, to avoid the substantial cost and expense of being a public reporting company and to allow the company to have more time to focus on managing the company's businesses and undertaking new initiatives that may result in greater long-term growth and increased stockholder value. The company anticipates savings exceeding $2.4M on an annual basis as a result of the proposed deregistration and delisting. The company intends to file a Form 25 Notification of Removal from Listing and/or Registration with the U.S. Securities and Exchange Commission on December 17, in order to voluntarily withdraw its common stock from listing. Upon the effective date of the delisting, the company intends to file a Form 15 with the SEC on or about December 27, to deregister its common stock from the SEC and the company's obligation to file periodic reports under the Exchange Act will be suspended immediately upon filing of the Form 15.

Tile Shop Holdings announced that, at the special meeting of stockholders of the Company held on December 3 the requisite stockholders of the Company approved an amendment to the certificate of incorporation of the Company, as amended to effect a reverse stock split of the Company's common stock at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000. Following the approval of the Company's stockholders at the Special Meeting, the Company's Board of Directors approved a ratio of 1-for-3,000 for the Reverse Stock Split followed immediately by a 3,000-for-1 forward stock split of the Company's common stock. Stockholders who hold fewer than 3,000 shares immediately prior to the Reverse Stock Split will be paid $6.60 in cash, without interest, for each whole share of the Company's common stock held by them at the effective time of the Reverse Stock Split, and thereafter they will no longer be stockholders of the Company. As previously announced, the Company is undertaking the Stock Splits in connection with the proposed delisting of its common stock from The Nasdaq Stock Market and the deregistration of its common stock under Section 12 of the Securities Exchange Act of 1934, as amended, to avoid the substantial cost and expense of being a public reporting company and to allow the Company to have more time to focus on managing the Company's businesses and undertaking new initiatives that may result in greater long-term growth and increased stockholder value. The Company anticipates savings exceeding $2.4M on an annual basis as a result of the proposed deregistration and delisting.