Waitr Holdings Announces Plan to Adjourn the Special Meeting of Stockholders

LAFAYETTE, La.–(BUSINESS WIRE)–Waitr Holdings Inc. (Nasdaq: WTRH), a leader in on-demand ordering and delivery, announces that its Special Meeting of Stockholders to be held on October 6, 2022 at 10:00 a.m. Eastern Time will be adjourned until October 20, 2022 at 10:00 a.m. Eastern Time in order to provide stockholders additional time to vote on the proposal to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Company common stock at a ratio between one-for-five (1:5) and one-for-twenty (1:20), without reducing the authorized number of shares of Company common stock, if and when determined by the Company’s Board of Directors in its sole discretion.

This proposal has received significant support based on the shares that were voted by stockholders; however, the favorable votes were less than the majority of our shares of common stock issued and outstanding, which is the threshold required to approve this proposal. Accordingly, the Special Meeting of Stockholders will be adjourned and will reconvene virtually on October 20, 2022 at 10:00 a.m. Eastern Time. To participate in the reconvened Special Meeting, visit http://www.viewproxy.com/waitrappsm/2022 to register in advance of the meeting. You may access the reconvened Special Meeting as early as 9:45 a.m. Eastern Time on October 20, 2022, using the unique join link and password provided in the confirmation email you receive after registering, as described in the Proxy Statement. During this period of adjournment, the Company will continue to solicit stockholder votes on this proposal.

The principal reason that the authority to effect the reverse stock split is being sought by our Board of Directors is that the Board of Directors believes it will be necessary to ensure a share price high enough to satisfy the continued listing requirements of the Nasdaq Capital Market, although there can be no assurance that the trading price of our common stock would be maintained at such level or that we will be able to maintain any such listing of our common stock on the Nasdaq Capital Market in the future. To maintain listing, the Nasdaq Listing Rules require, among other things, that our common stock maintain a minimum closing bid price of $1.00 per share (the “Bid Price Rule”). If the Company does not regain compliance with the Bid Price Rule prior to January 23, 2023, we expect that Nasdaq will provide written notification to the Company that its common stock will be delisted. We would expect to work with Nasdaq to effect an orderly delisting.


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