Rover Group (NASDAQ:ROVR) announced this afternoon that it will redeem all outstanding warrants at a price of $0.10 per Warrant at 5 pm EST, January 12, 2022, and the Warrants may be exercised by the holders until 5:00 p.m. New York City time on the Redemption Date to purchase the Common Stock underlying the Warrants on a cash or cashless basis.
However, if they are purchased on a “cashless basis”, the number of shares to be received will be calculated by taking the VWAP during the 10 trading days immediately following the date on which the notice of redemption is sent to warrant holders. The Company will inform holders of the Fair Market Value no later than one business day after the 10-trading day period ends. In no event will the number of shares of Common Stock issued in connection with an exercise on a cashless basis exceed 0.361 shares of Common Stock per Warrant, but that looks unlikely given where the share is currently trading.
Additionally, Rover will redeem all of its outstanding warrants to purchase shares of common stock that were issued under the warrant agreement in a private placement simultaneously with the IPO on the same terms as the outstanding public warrants.
The company, which closed its combination with Nebula Caravel in late July, is allowed under its warrant agreement to call all warrants at a redemption price of $0.10 if its share price has been at least $10 for 20 of 30 trading days ending on the third business day prior to the date on which a notice of redemption is given. Rover met that requirement on December 8 and December 10, 2021.
Any warrants that remain unexercised at 5:00 p.m. EST on the redemption date will be void and no longer exercisable, and holders will be entitled to receive only the redemption price of $0.10 per warrant.