On February 10, 2024, ContextLogic Inc., a Delaware corporation, announced the adoption of a tax benefits preservation plan to protect the company's ability to utilize its net operating loss carryforwards (NOLs) and other tax attributes. The plan includes the issuance of one preferred stock purchase right for each share of Class A common stock held by shareholders on the record date of February 22, 2024. These rights, which are not immediately exercisable, will allow shareholders to buy a fraction of a share of Series A Junior Participating Preferred Stock at $20.00 per right, subject to adjustment. The rights plan is designed to deter any person or group from acquiring beneficial ownership of 4.9% or more of the company's securities, which could limit ContextLogic's...Show More

On February 10, 2024, ContextLogic Inc., a Delaware corporation, announced the adoption of a tax benefits preservation plan to protect the company's ability to utilize its net operating loss carryforwards (NOLs) and other tax attributes. The plan includes the issuance of one preferred stock purchase right for each share of Class A common stock held by shareholders on the record date of February 22, 2024. These rights, which are not immediately exercisable, will allow shareholders to buy a fraction of a share of Series A Junior Participating Preferred Stock at $20.00 per right, subject to adjustment. The rights plan is designed to deter any person or group from acquiring beneficial ownership of 4.9% or more of the company's securities, which could limit ContextLogic's use of its NOLs due to 'ownership change' rules under Section 382 of the Internal Revenue Code. The rights will expire on February 10, 2027, unless earlier redeemed or exchanged by the company. The plan is not expected to interfere with any business combinations approved by the board. The company has filed the necessary registration statement with the SEC, including the tax benefits preservation plan and the rights agreement with Equiniti Trust Company, LLC, as rights agent.