Nasdaq-listed Ohmyhome shareholders approve 50-to-1 share consolidation as troubled firm faces delisting
The exercise comes weeks after company issued shares to an ‘accredited investor’ to raise about US$3.63 million
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[SINGAPORE] Shareholders of Nasdaq-listed Singapore company Ohmyhome have approved a 50-to-1 share consolidation, weeks after the company was notified that it no longer met Nasdaq’s minimum bid-price requirement to stay listed on the US exchange.
The consolidation exercise comes some three weeks after the company issued shares to an “accredited investor”, in a direct offering that raised net proceeds of about US$3.63 million.
Ohmyhome, founded by sisters Rhonda and Race Wong, was mainly a real estate brokerage business operating in Singapore and Malaysia when it went public on the Nasdaq in 2023.
It has since fallen into mounting debt and losses, while its shares have collapsed from US$4 a share at its initial public offering. It last closed at US$0.095 on Aug 24.
In June, the company sold its real estate business, structured under a subsidiary Ohmyhome (BVI), to Sterling Oat, a privately held company controlled by the Wong sisters, for US$1. As at Mar 31, the subsidiary’s liabilities exceeded its assets by US$14.8 million, filings showed.
The company now operates as a digital marketing services provider.
It received a notification from Nasdaq in July that it no longer met the exchange’s minimum bid-price requirement of US$1 a share. The notification was based on the company’s closing bid price, which halved from US$0.82 to US$0.41 during the period of May 28 to Jul 10.
The 50-to-1 share consolidation was approved at an extraordinary general meeting on Aug 20, based on a filing with the US Securities and Exchange Commission (SEC).
Under the approved resolution, every 50 Class A and Class B ordinary shares will be consolidated into one Class A and one Class B ordinary share, respectively.
An SEC filing in January said that each Class A ordinary share carries one vote, while each Class B ordinary share carries 100 votes. The par value of each share will increase from US$0.0000001 to US$0.000005.
Based on the 50-to-1 share consolidation, the price of a share which was worth US$0.083 (the closing price on Aug 19) would be worth US$4.15 on a theoretical post-consolidation basis.
Shareholders voted 137,205,154 shares in favour of the proposal, compared with 972,864 against and 36,463 abstentions.
Based on the SEC filings, Ohmyhome completed a registered direct offering on Jul 28 that raised net proceeds of about US$3.63 million.
The offering comprised eight million Class A ordinary shares and pre-funded warrants to purchase a further 12 million Class A ordinary shares.
The warrants have an exercise price of US$0.01 a share and are immediately exercisable, subject to a 9.99 per cent beneficial ownership cap.
The purchaser also has a 45-day right to buy an additional allocation of up to 100 per cent of the Class A ordinary shares and warrant shares purchased in the offering, at US$0.20 a share. Ohmyhome said it intends to use the net proceeds for general corporate purposes.
The meeting also approved amendments to the company’s memorandum and articles of association.
The amendments include changes to the company’s written-resolution arrangements, including allowing ordinary resolutions to be passed by written resolution.
They also cover the retention of Class B ordinary share status when shares are transferred to affiliates or in certain transfers involving a majority of Class B shares.
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