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Simplify Announces 1 for 20 Reverse Split for Simplify Tail Risk Strategy ETF (Ticker Symbol: CYA)
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January 22, 2024
NEW YORK – Simplify Asset Management Inc. today announced that the Board of Trustees of Simplify Exchange Traded Funds (the "Trust") has approved a reverse split of the issued and outstanding shares of the Simplify Tail Risk Strategy ETF (the "Fund"). After the close of trading on the NYSE Arca, Inc. (the Fund's exchange) on Friday February 9, 2024, the Fund will affect a reverse split of its issued and outstanding shares as follows:
Shares of the Fund will begin trading on the NYSE Arca, Inc. exchange on a split-adjusted basis on Monday February 12, 2024.
As a result of the reverse split, every 20 shares of the Fund will be exchanged for one share of the Fund. Accordingly, the total number of issued and outstanding shares of the Fund will decrease by 95%. In addition, the per share net asset value ("NAV") and next day's opening market price will increase by approximately 20 times for the Fund. The reverse split will not change the total value of a shareholder's investment, except with respect to the redemption of fractional shares as described below. The table below provides a simplified illustration of the effect of a hypothetical 1-for-20 reverse split (actual NAV, shares and total market value may vary):
Illustration of 1-for-20 Reverse Split
Redemption of Fractional Shares and Tax Consequences for the Reverse Split
As a result of the reverse split, a shareholder potentially could hold a fractional share of the Fund. However, fractional shares cannot trade on the NYSE Arca, Inc. A shareholder's proportional fractional shares will be redeemed for cash and paid to the shareholder's brokerage account of record. However, depending on the policies of a shareholder's broker, shareholders who otherwise would be entitled to receive fractional shares may instead receive an amount of cash equivalent to the value of a fraction of one share to which such holder would otherwise be entitled. Please consult your broker about its policies regarding fractional shares. Such redemption may have tax implications for those shareholders, and a shareholder could recognize a gain or loss in connection with the redemption of the shareholder's fractional shares. Otherwise, the reverse split will not result in a taxable transaction for Fund shareholders. No transaction fee will be imposed on shareholders for such redemption.
"Odd-Lot" Share
Also, as a result of the reverse share split, CYA may have outstanding, with respect to certain of its authorized participants, aggregations of less than 25,000 shares required to make a redemption basket, or a so-called "odd-lot share". Each of CYA's authorized participants will be provided with a one-time opportunity to redeem any odd-lot shares resulting from the reverse share split.
ABOUT SIMPLIFY ASSET MANAGEMENT INC.
Simplify Asset Management Inc. is a Registered Investment Adviser founded in 2020 to help advisors tackle the most pressing portfolio challenges with an innovative set of options-based strategies. By accounting for real-world investor needs and market behavior, along with the non-linear power of options, our strategies allow for the tailored portfolio outcomes for which clients are looking. For more information, visit www.simplify.us.
| ETF | Reverse Split Ratio |
Exchange | Pre-Split CUSIP |
Post-Split CUISP |
| Simplify Tail Risk Strategy ET | 1-for-20 | NYSE Arca, Inc | 82889N780 | 82889N483 |
Shares of the Fund will begin trading on the NYSE Arca, Inc. exchange on a split-adjusted basis on Monday February 12, 2024.
As a result of the reverse split, every 20 shares of the Fund will be exchanged for one share of the Fund. Accordingly, the total number of issued and outstanding shares of the Fund will decrease by 95%. In addition, the per share net asset value ("NAV") and next day's opening market price will increase by approximately 20 times for the Fund. The reverse split will not change the total value of a shareholder's investment, except with respect to the redemption of fractional shares as described below. The table below provides a simplified illustration of the effect of a hypothetical 1-for-20 reverse split (actual NAV, shares and total market value may vary):
Illustration of 1-for-20 Reverse Split
| Period | # of Shares Owned | Hypothetical NAV Per Share |
Total Market Value |
| Pre-reverse split | 200 | $0.10 | $20.00 |
| Post-reverse split | 10 | $2.00 | $20.00 |
Redemption of Fractional Shares and Tax Consequences for the Reverse Split
As a result of the reverse split, a shareholder potentially could hold a fractional share of the Fund. However, fractional shares cannot trade on the NYSE Arca, Inc. A shareholder's proportional fractional shares will be redeemed for cash and paid to the shareholder's brokerage account of record. However, depending on the policies of a shareholder's broker, shareholders who otherwise would be entitled to receive fractional shares may instead receive an amount of cash equivalent to the value of a fraction of one share to which such holder would otherwise be entitled. Please consult your broker about its policies regarding fractional shares. Such redemption may have tax implications for those shareholders, and a shareholder could recognize a gain or loss in connection with the redemption of the shareholder's fractional shares. Otherwise, the reverse split will not result in a taxable transaction for Fund shareholders. No transaction fee will be imposed on shareholders for such redemption.
"Odd-Lot" Share
Also, as a result of the reverse share split, CYA may have outstanding, with respect to certain of its authorized participants, aggregations of less than 25,000 shares required to make a redemption basket, or a so-called "odd-lot share". Each of CYA's authorized participants will be provided with a one-time opportunity to redeem any odd-lot shares resulting from the reverse share split.
ABOUT SIMPLIFY ASSET MANAGEMENT INC.
Simplify Asset Management Inc. is a Registered Investment Adviser founded in 2020 to help advisors tackle the most pressing portfolio challenges with an innovative set of options-based strategies. By accounting for real-world investor needs and market behavior, along with the non-linear power of options, our strategies allow for the tailored portfolio outcomes for which clients are looking. For more information, visit www.simplify.us.
