GoPro Sets Special Meeting to Vote on $1.14/Share Starman Merger and Reverse Split
GPRO sits 84% above its 52-week low of $0.57 on light trading volume (0.3× avg).
Summary
GoPro's preliminary proxy asks shareholders to approve the $1.14-per-share cash-plus-stock Starman Optical merger, a related change-of-control share issuance, and a reverse stock split of up to 1-for-10. The board's wind-down analysis values the standalone company at $0.06-$0.95 per share.
Key Events · M&A and Partnerships · GPRO
-
Merger Terms Quantified
Each share converts into $1.14 cash plus 0.1 share of Surviving Corporation Class A stock; Parent will own about 90% and existing holders about 10%.
-
Cash Portion Can Be Reduced
The $1.14 is cut by any net working capital shortfall below negative $110 million, divided by 219,440,000 shares.
-
Financing Fully Committed
Midtown Equities committed up to $395 million; the merger is not conditioned on financing, and GoPro can specifically enforce the commitment.
-
Warrants Cashed Out at $33.6M
All company warrants, including 25,706,940 Class B warrants held by Woodman affiliates worth about $21.9M, are settled at Black-Scholes value.
Analysis · GPRO · Industrial Applications And Services
This preliminary proxy puts hard numbers on the Starman Optical deal announced September 1: holders get $1.14 in cash plus 0.1 of a share in the surviving company, which Parent will own about 90% of. The cash portion can be cut if net working capital falls below negative $110 million, and the $395 million Midtown Equities commitment carries no financing condition. The board's own wind-down analysis values GoPro standalone at just $0.06 to $0.95 per share, so the $1.14 cash is the whole thesis — and the proxy also asks shareholders to pre-approve a 1-for-2 to 1-for-10 reverse split to keep the stub listed on Nasdaq. With a going-concern warning and a January 5, 2027 revolving credit repayment deadline already on record, a failed vote leaves little room.
How filings like this one have moved
In the 30 days to Oct 19, 2026, 37.9% of the 895 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, GPRO was trading at $1.05 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $196.5M. The 52-week trading range was $0.57 to $2.73. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.