GDEV Inc. Announces 1-for-10 Reverse Stock Split

TL;DR

GDEV doing a 1:10 reverse split effective Aug 28.

AI Summary

GDEV Inc. announced on August 21, 2024, that it will implement a one-for-ten (1:10) reverse share split for its ordinary shares. This corporate action is scheduled to become effective at 4:01 p.m. Eastern Time on August 28, 2024.

Why It Matters

A reverse stock split can impact a company's stock price and trading dynamics, potentially making it more attractive to institutional investors or meeting exchange listing requirements.

Risk Assessment

Risk Level: low — The filing is a routine corporate action announcement and does not contain significant financial or operational risks.

Key Numbers

• 1:10 — Reverse Share Split Ratio (This indicates that for every ten shares held, shareholders will have one share after the split.)

Key Players & Entities

• GDEV Inc. (company) — Registrant
• August 21, 2024 (date) — Announcement date
• August 28, 2024 (date) — Effective date of reverse split
• 1:10 (ratio) — Reverse share split ratio

FAQ

Key Financial Figures

• $1 million — Reverse Share Split with a tax basis of $1 million or more, such U.S. Holder will be requi

Filing Documents

• tm2421552d1_6k.htm (6-K) — 85KB
• tm2421552d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-24-091474.txt ( ) — 96KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2024 Commission File Number: 001-40758 GDEV Inc. (Translation of registrant’s name into English) 55, Griva Digeni 3101, Limassol Cypru s Telephone: +35722580040 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F EXPLANATORY NOTE Information on the Reverse Share Split On August 21, 2024, GDEV Inc. (NASDAQ: GDEV) (the “Company”) announced a one-for-ten (1:10) reverse share split of its ordinary shares, no par value per ordinary share (the “Reverse Share Split”). The Reverse Share Split will become effective at 4:01 p.m. Eastern Time on August 28, 2024 (the “Effective Date”). The Company’s ordinary shares will begin trading on a split-adjusted basis when the Nasdaq Global Market (“Nasdaq”) opens for trading on Thursday, August 29, 2024 ( i.e. , the first trading day following the Effective Date) under the existing trading symbol “GDEV,” but the ordinary shares will trade under a new CUSIP number, G6529J209. The Company’s outstanding public warrants will continue to be traded under the symbol “GDEVW” and the CUSIP number for such public warrants will remain unchanged. A copy of the press release announcing the Reverse Share Split is attached to this Form 6-K as Exhibit 99.1. The Company’s Board of Directors has determined that the Reverse Share Split is advisable and in the best interests of the Company and its shareholders, and approved the Reverse Share Split by written resolution on August 8, 2024. Pursuant to the BVI Business Companies Act (as amended) and the Company’s Memorandum and Articles of Association, the Company’s Board of Directors is authorized to effect the Reverse Share Split without the approval of the Company’s shareholders. Accordingly, no shareholder vote, consent or approval is required or will be sought in respect of the Reverse Share Split. Furthermore, no amendment to the Company’s Memorandum and Articles of Association will be required to be made in relation to the Reverse Share Split, as (i) the Reverse Share Split will have no effect upon the par value of the ordinary shares, which is currently nil and will remain at nil after the Reverse Share Split is effected, and (ii) the number of shares authorized to be issued under the Company’s Memorandum and Articles of Association is unlimited and therefore will not be affected by the Reverse Share Split. Purpose and Rationale for the Reverse Share Split The Company believes that the increased market price of its ordinary shares expected as a result of implementing the Reverse Share Split could improve the marketability and liquidity of its ordinary shares, and will encourage interest and trading in its ordinary shares. The Company believes the Reverse Share Split will make its ordinary shares more attractive to a broader range of investors, as it believes that the current market price of the shares may prevent certain institutional investors, professional investors and other members of the investing public from purchasing the shares. Additionally, the Reverse Share Split could help increase analysts’ and brokers’ interest in the Company’s ordinary shares, as their policies can discourage them from following or recommending companies with low stock prices. Because of trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Furthermore, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per ordinary share can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher. The Company believes that the Reverse Share Split will make its ordinary shares a more attractive and cost-effective investment for many investors, which in turn would enhance the liquidity of the holders of the Company’s ordinary shares. The Company’s Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals to effect a “going private transaction” w

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View this 6-K filing on SEC EDGAR