ATI Physical Therapy (ATIP) Announces 1:50 Reverse Stock Split

June 14, 2023 6:00 AM EDT

ATI Physical Therapy, Inc. (NYSE: ATIP) ("ATI" or the "Company"), a nationally recognized outpatient physical therapy provider in the United States, today announced that its Board of Directors has approved a one-for-fifty (1-for-50) reverse stock split (the "Reverse Stock Split") of ATI's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"). The Reverse Stock Split was approved by ATI's stockholders at a Meeting of Stockholders held virtually on June 13, 2023. The Reverse Stock Split will become effective at 4:01 p.m. Eastern Time on June 14, 2023, and the Class A Common Stock will open for trading on The New York Stock Exchange (the "NYSE") on a reverse split-adjusted basis on June 15, 2023 under the existing trading symbol "ATIP." The Reverse Stock Split is intended to increase the market price per share of the Company's Class A Common Stock to regain compliance with the minimum bid continued listing requirement of the NYSE.

The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 00216W208 and the CUSIP number for ATI's publicly traded warrants will remain unchanged. At the effective time of the Reverse Stock Split, every 50 shares of the Class A Common Stock either issued and outstanding or held as treasury stock will be automatically combined into one new share of Class A Common Stock. The total number of shares of Class A Common Stock authorized for issuance and the par value per share of the Class A Common Stock will remain unchanged at 450,000,000 and $0.0001, respectively.

As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock underlying ATI's outstanding equity awards and the number of shares issuable under ATI's equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as applicable. In addition, proportionate adjustments will be made to the number of shares of Class A Common Stock underlying ATI's outstanding public warrants, resulting in 50 warrants becoming exercisable for one (1) share of Class A Common Stock at an exercise price of $575.00 per share.

No fractional shares will be issued as a result of the Reverse Stock Split. Where stockholders would otherwise be entitled to fractional shares as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by 50, such stockholders will automatically be entitled to an additional fraction of a share to round up to the next whole share of Class A Common Stock. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split results in stockholders owning an additional share due to the fractional shares, as described above.

Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Class A Common Stock are not required to take any action to receive post-reverse split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

Additional information about the Reverse Stock Split can be found in ATI's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on May 1, 2023 (as Supplemented on June 5, 2023), which is available free of charge at the SEC's website, www.sec.gov, and on ATI's website at https://investors.atipt.com



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