Upon such listing, the Company’s shares of common stock (represented by CHESS Depositary Interests, or CDIs) would also continue to trade on the Australian Securities Exchange (ASX). The Company further intends to remove the Foreign Ownership Restricted (FOR) United States (US) person prohibited tag from the CDIs in advance of the Nasdaq listing. The FOR US prohibited tag has effectively prevented CDIs from being sold on the ASX to US persons, unless an exemption was available.

To satisfy the minimum US$4.00 bid price required by the initial listing requirements of the Nasdaq Global Market, the Company’s Board of Directors has approved, subject to stockholder approval, a reverse split of the Company’s common stock. The Company anticipates effectuating such reverse split, if approved by the Company’s stockholders, in advance of the direct listing on the Nasdaq Global Market in order for the bid price of the Company’s CDIs as reported on the ASX, on a post-reverse split basis, to meet or exceed such minimum bid price.

“A listing on the Nasdaq is a natural evolution for Sezzle given the Company is already filing the necessary reports with the SEC,” stated Charlie Youakim, Sezzle’s Chairman and CEO. “Although we are not seeking to raise capital as part of the Nasdaq listing, we are excited to expand the universe of potential investors to the United States.”

The proposed listing on the Nasdaq Global Market is expected to be conducted pursuant to a registration statement on Form S-1 to be filed with the Securities and Exchange Commission (SEC). The Form S-1 is expected to become effective after the SEC completes its review process, subject to market and other conditions.

The Company’s proxy statement related to the proposed stock split, the preliminary form of which was filed with the SEC on March 13, 2023, as well as the registration statement on Form S-1, is subject to SEC review, and the removal of the FOR US person prohibited tag from the CDIs is subject to ASX review. The Company intends to provide guidance to investors on the timing of the stockholder meeting, FOR US prohibited tag removal, and Nasdaq listing in the future, but anticipates completing each of these activities no later than September 30, 2023.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).