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Merger Warrants and Additional Merger Warrants

Merger Warrants and Additional Merger Warrants

The following frequently asked questions relate to the following warrants that were issued by Limbach Holdings, Inc. (the “Company,” “we,” “us” or “our”) in connection with the completion of our business combination with Limbach Holdings LLC on July 20, 2016 (the “Business Combination”):
  • 631,119 warrants that are exercisable for one share of common stock at an exercise price of $12.50 per share (the “Merger Warrants”) and
  • 946,680 warrants that are exercisable for one share of common stock at an exercise price of $11.50 per share (the “Additional Merger Warrants”).
The following summary of the material terms of the Merger Warrants and Additional Merger Warrants is not intended to be a complete summary of the rights, preferences and restrictions on holders of such warrants.  You should review the full text of the Merger Warrants and Additional Merger Warrants for a complete description of the terms and conditions thereof.  This summary shall not constitute an offer to sell or the solicitation of an offer to buy our securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

What is the stock ticker and exchange Limbach is traded on?
Shares of the Company’s common stock, par value $0.001 per share, is traded on the Nasdaq Capital Market under the symbol “LMB”.

How do I exercise my Merger Warrants or Additional Merger Warrants?
Shareholders must submit the completed Subscription Form accompanied by full payment of the exercise price, if paying by check, made payable to Continental Stock Transfer & Trust and send it to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Use the contact details at the end of this document to obtain wire transfer instructions if choosing to remit exercise price by wire transfer. The Subscription Form may be sent by email to compliance@continentalstock.com or via mail to:

Continental Stock Transfer & Trust
1 State Street, 30th Floor
New York, NY 10004-1561

If using mail, it is recommended that a method that provides tracking be used. Payment need not be certified. If you are exercising both Merger and Additional Warrants in a transaction, a combined payment may be sent.

What is the exercise price of the Merger Warrants and Additional Merger Warrants?
The exercise price for Merger Warrants is $12.50 per share of our common stock and the exercise price of the Additional Merger Warrants is $11.50 per share of our common stock.

How do I determine how much I owe?
Since one warrant is exercisable for one share of our common stock, please remit either $12.50 per Merger Warrant requested to be exercised or $11.50 per Additional Merger Warrant requested to be exercised. For example, a request to exercise 1,000 Merger Warrants requires a payment of $12,500.

How may I pay the exercise price of the Merger Warrants and Additional Merger Warrants?
Payment of the exercise price for the Merger Warrants and Additional Merger Warrants may be made via wire transfer to the Company’s transfer agent, Continental Stock Transfer & Trust, for the number of such warrants being exercised. Use the contact details at the end of this document to obtain wire transfer instructions if choosing to remit exercise price by wire transfer.

How many shares I will receive?
Generally, you will receive one share for each Merger Warrant and Additional Merger Warrant you exercise for cash.  However, please review the full text of the Merger Warrants and Additional Merger Warrants for a complete description of the terms and conditions thereof.

How will I will receive my shares?
Shares will be issued electronically by our transfer agent approximately 5 days from receipt using the information provided on the Subscription Form. You will not receive a physical common stock certificate.  If the shares issued to you are unrestricted – see “Will I receive restricted shares when I exercise my Merger Warrants or Additional Merger Warrants?” – you will receive a DRS (Direct Registration System”) Statement and you will be able to transfer your shares to a brokerage account by providing a copy of your DRS Statement to the broker where you will authorize the transfer via the automated DRS profile system. It is critical that a certified social security or tax identification number is on file with the Transfer Agent.

Will I receive restricted shares when I exercise my Merger Warrants or Additional Merger Warrants?
Generally, no.  We have registered the sale of shares of our common stock upon exercise of the Merger Warrants or Additional Merger Warrants on a Registration Statement on Form S-3 (File No. 333-232406).  We have filed with the Securities and Exchange Commission a prospectus supplement dated December 11, 2020, which can be accessed here.  Holders of Merger Warrants and Additional Merger Warrants, other than our affiliates, who exercise Merger Warrants and Additional Merger Warrants will receive unrestricted shares of our common stock, eligible for resale. Please review the full text of the Merger Warrants and Additional Merger Warrants for a complete description of the terms and conditions thereof.

When do the Merger Warrants and Additional Merger Warrants expire?
Each unexercised Merger Warrant and Additional Merger Warrant expires on July 20, 2023 and July 20, 2021, respectively, at 5:00 p.m. New York City time.

What is required for deceased warrant holders?
Contact Continental for additional paperwork in these situations.

Are the Merger Warrants or Additional Merger Warrants redeemable by the Company?
The Merger Warrants may not be redeemed by the Company.
The Additional Merger Warrants may be redeemed by us, in whole (and not in part) if certain conditions are satisfied. We will not be permitted to redeem the Additional Merger Warrants for cash until the last reported last sale price of our common stock equals or exceeds $24.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for 20 trading days within a 30-trading day period. If we have determined to redeem the Additional Merger Warrants for cash payment of $0.01 per warrant, we are required to notify holders in writing of the redemption within three business days of satisfying the $24.00 trigger noted above, and the notice must be provided to Additional Merger Warrant holders at least 30 days prior to the redemption date. Prior to the redemption date, holders of Additional Merger Warrants may exercise their warrants by paying $11.50 in cash per Additional Merger Warrant to us. We also have the option to require such exercises to be made on a “cashless basis”. If the Additional Merger Warrants remain outstanding at the end of the redemption period, as a result of the holder not exercising such warrants, we will redeem the outstanding Additional Merger Warrants for $0.01 per warrant.

Who do I contact if I have additional questions regarding this process?
Michael Mullings       
Chief Compliance Officer & Corp Sec.
(212) 845-3217 
mmullings@continentalstock.com

or       
Shelly Hogans
Vice President of External Reporting and SOX
(412) 359-2107
shelly.hogans@limbachinc.com