Vroom Files Preliminary Proxy Statement for Reverse Stock Split

Vroom, Inc. (Nasdaq: VRM) (“Vroom,” the “Company,” “us,” “we” and “our”), a leading e-commerce platform for buying and selling used vehicles, today announced it has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) regarding a special stockholders’ meeting to be held on February 5, 2024, at 11:00 a.m., Eastern time (the “Special Meeting”), to authorize Vroom’s Board of Directors (the “Board”) to effect a reverse stock split of the Company’s common stock at an exchange ratio between 1-for-35 to 1-for-80 (the “Reverse Stock Split”).

On December 21, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Global Select Market. The notice has no immediate effect on the listing of the Company’s common stock, which continues to trade on The Nasdaq Global Select Market under the symbol “VRM”. In accordance with Nasdaq requirements, the Company has a period of 180 calendar days, or until June 18, 2024, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days as required under Nasdaq listing rules (unless the Nasdaq staff exercises its discretion to extend this ten day period pursuant to Nasdaq listing rules) during the 180-day period prior to June 18, 2024.

The Board will determine the final split ratio after stockholder approval and would retain the authority to abandon the Reverse Stock Split at any time or to delay or postpone it. Completion of the proposed Reverse Stock Split is subject to market and other customary conditions, including obtaining stockholder approval. There are no assurances that the Reverse Stock Split will be completed, that it will result in an increased per share price, or achieve its other intended effects. The Board reserves the right to elect not to proceed with the Reverse Stock Split if it determines that implementing it is no longer in the best interests of the Company and its stockholders.