Zomedica Corp. Announces Special Meeting for Share Consolidation Vote

TL;DR

<b>Zomedica Corp. is holding a special meeting on February 28, 2024, for shareholders to vote on an 80-for-1 reverse stock split.</b>

AI Summary

Zomedica Corp. (ZOMDF) filed a Proxy Statement (DEF 14A) with the SEC on January 17, 2024. Zomedica Corp. will hold a special virtual-only meeting on February 28, 2024, at 1:00 p.m. EST. Shareholders will vote on an amendment to the Articles of Zomedica to effect an 80-for-1 share consolidation (reverse split). The timing and implementation of the share consolidation are at the discretion of the Board of Directors. The record date for determining shareholders eligible to vote was January 9, 2024. The meeting will be conducted via live audio online webcast at https://virtual-meetings.tsxtrust.com/1574.

Why It Matters

For investors and stakeholders tracking Zomedica Corp., this filing contains several important signals. The proposed 80-for-1 reverse stock split aims to increase the per-share trading price of Zomedica's common stock, potentially making it more attractive to institutional investors and improving its compliance with stock exchange listing requirements. Shareholders will have the opportunity to voice their approval or disapproval of this significant corporate action, which will reduce the number of outstanding shares and proportionally increase the price per share.

Risk Assessment

Risk Level: medium — Zomedica Corp. shows moderate risk based on this filing. The company is proposing a reverse stock split, which can be a sign of financial distress or a strategy to avoid delisting, indicating potential underlying issues with share price performance.

Analyst Insight

Shareholders should carefully consider the implications of the 80-for-1 reverse stock split on their investment and vote according to their best interests.

Key Numbers

• 80-for-1 — Share Consolidation Ratio (Proposed ratio for the reverse stock split.)
• February 28, 2024 — Special Meeting Date (Date of the virtual-only shareholder meeting.)
• 1:00 p.m. EST — Special Meeting Time (Time of the virtual-only shareholder meeting.)
• January 9, 2024 — Record Date (Date to determine eligible shareholders for the meeting.)

Key Players & Entities

• Zomedica Corp. (company) — Registrant and filer of the proxy statement.
• February 28, 2024 (date) — Date of the Special Meeting of Shareholders.
• January 9, 2024 (date) — Record date for determining shareholders eligible to vote.
• 80-for-1 (dollar_amount) — Ratio for the proposed share consolidation (reverse split).
• Ann Arbor, Michigan (location) — Location of Zomedica Corp.'s business and mailing address.

FAQ

Risk Factors

• Share Consolidation (Reverse Stock Split) [medium — financial]: The company is seeking shareholder approval for an 80-for-1 reverse stock split, which could impact the trading price and liquidity of its common shares.

Key Dates

• 2024-01-17: Filing of Definitive Proxy Statement — Provides details of the upcoming shareholder meeting and proposals.
• 2024-01-09: Record Date — Determined shareholders eligible to vote at the special meeting.
• 2024-02-28: Special Meeting of Shareholders — Shareholders will vote on the proposed 80-for-1 reverse stock split.

Glossary

Share Consolidation

A corporate action where a company reduces the number of its outstanding shares by combining existing shares into fewer, proportionally more valuable shares. (Directly impacts the number of shares outstanding and the per-share price, a key proposal in this filing.)

Reverse Split

A type of share consolidation where the ratio is greater than 1-for-1, effectively decreasing the number of shares and increasing the price per share. (The specific type of consolidation proposed by Zomedica, aimed at increasing share price.)

Key Financial Figures

• $150 million — a market capitalization in the range of $150 million to $220 million, results in a low share
• $220 m — ization in the range of $150 million to $220 million, results in a low share price tha
• $108,654,000 — ny had working capital of approximately $108,654,000. As such, there is a disconnect between
• $5.00 — raded below certain thresholds, such as $5.00 or $1.00 per share. This has a negative
• $1.00 — ow certain thresholds, such as $5.00 or $1.00 per share. This has a negative impact o

Filing Documents

• zom_defa14a.htm (DEF 14A) — 195KB
• zom_defa14aimg13.jpg (GRAPHIC) — 5KB
• zom_defa14aimg14.jpg (GRAPHIC) — 3KB
• zom_defa14aimg15.jpg (GRAPHIC) — 73KB
• zom_defa14aimg5.jpg (GRAPHIC) — 4KB
• 0001654954-24-000644.txt (&nbsp;) — 313KB

From the Filing

DEF 14A 1 zom_defa14a.htm DEF 14A zom_defa14a.htm United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as -permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Materials under 240.14a-12 ZOMEDICA CORP. (Name of Registrant as Specified in Its Charter) _________________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ZOMEDICA CORP. NOTICE OF SPECIAL VIRTUAL-ONLY MEETING OF SHAREHOLDERS To be held on February 28, 2024 at 1:00 p.m. (Eastern Standard Time) PROXY STATEMENT January 17, 2024 ii ZOMEDICA CORP. 100 PHOENIX DRIVE, SUITE 125 ANN ARBOR, MICHIGAN 48108 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To be held on February 28, 2024 To the Common Shareholders of Zomedica Corp.: You are cordially invited to attend the Special Meeting of Shareholders (the "Special Meeting") of Zomedica Corp. (the "Company," "Zomedica," "we," "our" or "us") to be held on February 28, 2024 at 1:00 pm Eastern Standard Time. We are holding the Special Meeting virtually via live audio online webcast at https://virtual-meetings.tsxtrust.com/1574 , password " zomedica2024 ". You will not be able to attend the Special Meeting at a physical location. The following matters will be considered and voted upon at the Special Meeting: 1. Approve an amendment to the Company's Articles of Zomedica ("Articles") to effect a share consolidation (reverse split) of our issued and outstanding Common Shares at a ratio of 80-for-1, the implementation and timing of which shall be subject to the discretion of our Board; and 2. Transact any other business that may properly come before the Special Meeting or any adjournment of the Special Meeting. The board of directors of the Company has fixed the close of business on January 9, 2024 as the record date for the determination of shareholders who are entitled to receive notice of and to vote at the Special Meeting or any postponement or adjournment thereof. Your vote is important. Whether or not you plan to attend the Special Meeting, a registered shareholder should complete, sign, date and return the accompanying instrument of proxy/proxy card (the "proxy card") and mail the proxy card or scan the proxy card and email it in accordance with the instructions in the accompanying proxy statement. A beneficial shareholder will receive either a voting instruction form/card or a proxy card from its bank, broker or other intermediary, and should comply with the requirements provided therewith. By Order of the Board of Directors /s/ Larry Heaton Larry Heaton Chief Executive Officer January 17, 2024 Ann Arbor, Michigan iii TABLE OF CONTENTS IN RESPECT OF THE SPECIAL VIRTUAL ONLY MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2024 1 PROPOSAL 1: AMENDMENT TO THE ARTICLES OF INCORPORATION, AS AMENDED, TO EFFECT A SHARE CONSOLIDATION 6 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 15 CERTAIN MATERIAL FEDERAL U.S. INCOME TAX CONSEQUENCES 16 TEXT OF SPECIAL RESOLUTION AND RECOMMENDATION 17 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 18 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 18 MANAGEMENT CONTRACTS 18 ADDITIONAL INFORMATION 19 HOUSEHOLDING OF SPECIAL MEETING MATERIALS 19 OTHER MATTERS 19 iv Table of Contents ZOMEDICA CORP. 100 PHOENIX DRIVE, SUITE 125 ANN ARBOR, MI 48108 PROXY STATEMENT This proxy statement (the "proxy statement") contains information related to the Special Meeting of Shareholders (the "Special Meeting") of Zomedica Corp. (the "Company," "Zomedica," "we," "our," or "us") to be held on February 28, 2024 at 1:00 pm Eastern Standard Time, or at such other time and place to which the Special Meeting may be adjourned or postponed. We are holding the Special Meeting virtually via live audio online webcast. In order to attend our Special Meeting, you must log in to https://virtual-meetings.tsxtrust.com/1574 using the password " zomedica2024 ". Proxies for the Special Meeting are being solicited on behalf of management of the Company. This proxy statement is first being made available to shareholders on or about January 17, 2024. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 28, 2024. Our proxy materials including the proxy statement for the Special Meeting and instrument of proxy/proxy card (the "pro

View Full Filing

View this DEF 14A filing on SEC EDGAR