Five Star Senior Living Inc. Announces Reverse Stock Split to Regain Nasdaq Compliance

September 16, 2019

Reverse stock split to be effective as of close of trading on September 30, 2019

NEWTON, Mass.--(BUSINESS WIRE)-- Five Star Senior Living Inc. (Nasdaq: FVE) today announced that its board of directors has approved a one-for-ten reverse stock split of its outstanding shares of common stock effective as of the close of trading on September 30, 2019, in order to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq's Marketplace Rule 5550(a)(2).

At the effective time, each ten (10) Five Star common shares outstanding immediately prior to the effective time will be converted into one (1) issued and outstanding Five Star common share. No fractional common shares will be issued in connection with the reverse stock split. Each Five Star stockholder that would have been entitled to receive a fractional common share as a result of the reverse stock split will receive cash in lieu of such fractional common share. Five Star expects that a new CUSIP number will be issued for the common shares. The Five Star common shares will begin trading on Nasdaq on a split adjusted basis under the existing trading symbol “FVE” at the open of trading on October 1, 2019.

The par value of the Five Star common shares will remain unchanged at $ .01 per share after the reverse stock split. The reverse stock split will reduce the number of common shares issued and outstanding from approximately 50.8 million to approximately 5.1 million. The number of authorized common shares will remain the same.

Equiniti Shareholder Services, or EQ, is acting as the exchange agent for the reverse stock split. EQ will provide instructions to stockholders of record regarding the exchange of stock certificates, as applicable. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares. Shareholders with questions may contact EQ by calling 855-400-2471.

About Five Star Senior Living Inc.

Five Star Senior Living Inc. is a senior living and healthcare services company that owns, leases and manages senior living communities, including primarily private pay independent and assisted living communities located throughout the U.S. FVE is headquartered in Newton, Massachusetts.

Warning Concerning Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever Five Star uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, Five Star is making forward-looking statements. These forward-looking statements are based upon Five Star’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by Five Star’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Five Star’s control.

  • Five Star expects the reverse stock split to be effective as of the close of trading on September 30, 2019. However, attaining that effective time involves the cooperation of third parties who are beyond Five Star’s control; as a result, the effective time of the reverse stock split could be delayed.
  • Five Star expects that the reverse stock split will cause the company to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq's Marketplace Rule 5550(a)(2). However, the benefits that Five Star expects to achieve from the reverse stock split, if it occurs, may not be realized, including its regaining compliance with Nasdaq listing standards; if Five Star fails to regain and thereafter maintain compliance with Nasdaq listing standards, Nasdaq may initiate proceedings to delist its common shares.

The information contained in Five Star’s filings with the Securities and Exchange Commission, or SEC, including under “Risk Factors” in Five Star’s periodic reports, or incorporated therein, identifies other important factors that could cause Five Star’s actual results to differ materially from those stated in or implied by Five Star’s forward-looking statements. Five Star’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, Five Star does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Michael Kodesch, Director, Investor Relations
(617) 796-8234
www.fivestarseniorliving.com

Source: Five Star Senior Living Inc.

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