HOWELL, Mich., April 11, 2013 /PRNewswire/ -- MWW Automotive Group (OTCQB: MWWC), a global design, engineering, and manufacturing firm serving some of the world's leading automotive and industrial manufacturers, announced today that it has filed a Certificate of Amendment to its Certificate of Incorporation to implement a 100 to 1 reverse split of its common stock (the "Reverse Stock Split"). The reverse split will not change the value of the shareholder investment at that date, but there can be no assurance that the newly established opening bid price can be maintained over time. As a result of the Reverse Split, the Company's outstanding shares have been reduced to less than 28 Million shares.
Due to the Reverse Stock Split, MWWC's common stock will trade under a new CUSIP number 57061T300 and trade under the symbol "MWWCD" following the reverse split on the Over The Counter (OTCQB:MWWC) trading platform. The symbol will revert back to its original symbol "MWWC" after twenty (20) business days. The Reverse Split was approved by the Board of Directors of the Company and a majority of the Company's shareholders entitled to vote the shares of common stock pursuant to Delaware General Corporation Law. At April 8, 2013, the Company had 2,825,010,593 shares issued and outstanding. The Company is coordinating the implementation of the 1:100 reverse split of the Company's common stock with FINRA and anticipates approval and implementation by FINRA in the coming weeks. The corporate action and symbol change will be reported on the OTC Daily List a few days prior to implementation of the Reverse Split for trading purposes.
As a result of the Reverse Stock Split, each outstanding share of MWW common stock will be automatically changed into one-hundreds of a share of common stock. The number of authorized shares of MWWC common stock will consist of Ten Billion Nine Hundred Ten Million (10,910,000,000) shares of which stock Ten Billion Nine Hundred Million (10,900,000,000) shares of the par value of $.00001 each shall be common stock and of which Ten Million (10,000,000) shares of the par value of $.001 each shall be preferred stock.
Based upon covenants in certain Securities Purchase Agreements and Convertible Promissory Notes, the Company is required to reserve shares of its common stock for future issuance. The significant increase in the amount of authorized shares was made to accommodate the requirements of the covenants in certain Securities Purchase Agreements and Convertible Promissory Notes.
A copy of the Certificate of Amendment to the Certificate of Incorporation of Marketing Worldwide Corporation is attached to the Company's 8K filing with the SEC. Continental Stock Transfer & Trust Company is the exchange agent for the Reverse Stock Split and will distribute a letter of transmittal to record holders with instructions for the surrender and exchange of old stock certificates. Stockholders who hold their shares in "street name" will be contacted by their banks or brokers with any instructions. For more information on the Reverse Stock Split, please refer to MWW's filings with the Delaware Secretary of State.
As the Company strives to repay its debt and secure capital to support expansion and higher revenue in future periods, there might be dilution to existing stockholders caused by the issuance of common stock for cash and in exchange for debt. While management seeks to minimize the dilution to existing stockholders, multiple factors beyond management's control, such as general economic conditions, the availability of and terms available for debt and equity funding, and the trading price of the Company's common stock, have a significant impact on this effort. The Company's effort to restructure its operations and to report positive cash flow and profits is expected to take 6-12 months. Investors are cautioned that these efforts may not be successful.
Chuck Pinkerton, CEO for MWW Automotive Group states: "We realize that a second Reverse Split within a twelve months period is not welcome news by our current shareholders. After careful consideration by the Company's Board of Directors, in consultation with our management and consulting teams and several of our large investors, the Board has agreed to execute a 100/1 reverse split in order to increase the share price and expose the stock to additional new investors. While we fully understand the concerns about Reverse Splits in general, the MWW Board strongly believes that the Company's current business development justifies this crucial step. The step was necessary not because of the number of currently outstanding shares, but in part based on the reserves (non issued shares) that had to be established for certain financial transactions in the past based on the current low share price.
To further improve its operations, the Company is also in communication with the DTC to remove the stock chill that was imposed last year. In addition, the Company is also glad to announce that Edgewater Bank announced in open Court on Monday, April 8, 2013, that it believes it can enter into a work-out plan with MWWC in order to resolve the issues that have been reported in the last SEC filings. The Company believes that these steps, combined with its improving revenues and the potential of new programs it has secured and already begun production with, will aid in the recovery of the Company and creating and maintaining the new level of share value to benefit all shareholders."
The Company will provide a summary situation report, including revenue expectations for the 2nd quarter 2013 within the next ten days from this date. The Company will report its financial performance for the second quarter of 2013 (ending March 31, 2013) in detail with the next 10Q, to be filed with the SEC before, or no later than May 15, 2013.
About MWW Automotive Group (MWW)
The MWW Automotive Group's (OTCQB: MWWC) administrative offices are located in Howell, Michigan, with a 40,000 square foot Class A manufacturing and logistics facility in Baroda, Michigan for the production of high quality OE automotive and industrial products. MWW delivers its products and Class A painting, assembly and logistics services directly to major US and Foreign automobile manufacturers' Vehicle Processing Centers (VPC), leading edge show car and performance accessory design firms, and/or assembly lines in North America. MWW's industrial products are delivered directly to the industrial manufacturers for installation in their facilities. MWW provides substantial added value to the sale of vehicles and industrial products for leading international automobile and industrial manufacturers such as Toyota, Chevrolet, Hyundai, Kia Motors, MAZDA, GM, Ford, FIVE AXIS and their strategic partners ROUSH Performance and Polytec/FOHA. For more information visit www.mwwautomotive.com or e-mail [email protected].
Safe Harbor Statement: Certain statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements, involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to the Company's ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its expansion plans; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company's control; and (iv) other risk factors discussed in the Company's periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov under "Search for Company Filings."
SOURCE MWW Automotive Group