Forge Global Receives Continued Listing Standards Notice from the NYSE

Rhea-AI Summary

Forge Global Holdings (NYSE: FRGE), a leading private securities marketplace, has received a notice from the NYSE regarding non-compliance with Rule 802.01C of the NYSE's Listed Company Manual. The rule requires companies to maintain a minimum average closing share price of $1.00 over a consecutive 30 trading-day period.

The notification, received on December 31, 2024, does not immediately impact FRGE's NYSE listing. The company has a six-month cure period to regain compliance, which can be achieved if the stock closes at $1.00 or above and maintains an average closing price of at least $1.00 over a 30-day trading period. Forge plans to notify the NYSE within 10 business days of its intent to regain compliance and is considering various options, including a potential reverse stock split subject to stockholder approval.

Positive

• Six-month grace period provided to regain compliance
• Multiple options available to cure the listing deficiency
• Continued NYSE listing during cure period

Negative

• Stock trading below $1.00 minimum NYSE requirement
• Risk of potential delisting if compliance not achieved
• Possible reverse stock split may be needed
• Indication of significant share price deterioration

Insights

Financial Markets Expert

The NYSE delisting notice represents a critical challenge for Forge Global, highlighting substantial market valuation concerns. The sub-$1 trading price over 30 consecutive days indicates severe market skepticism about the company's business model in the private securities marketplace.

This development carries several implications:

• The six-month cure period provides a narrow window for recovery, with the most likely solution being a reverse stock split
• Institutional investors may be forced to sell due to investment mandate restrictions on penny stocks
• The company's market making capabilities in private securities could be impaired if client confidence erodes

The timing is particularly concerning given the broader market conditions where private market valuations are under pressure. A potential reverse split, while maintaining technical compliance, doesn't address the fundamental business challenges driving the stock price decline. Market participants should monitor trading volumes and institutional ownership changes as key indicators of market confidence.

Corporate Governance Analyst

The delisting notice triggers significant governance and compliance considerations. Management must now navigate complex stakeholder interests while addressing listing requirements:

• Board decisions regarding a potential reverse split require careful balancing of short-term compliance needs against long-term shareholder value
• The six-month timeline creates urgency for strategic alternatives beyond just technical compliance measures
• Disclosure obligations increase, requiring transparent communication about recovery plans

In simpler terms, imagine a business trying to stay in an exclusive club (NYSE) but falling below membership requirements. They now have six months to either improve their standing or take drastic measures like combining shares to artificially meet the price requirement. This situation often signals deeper business challenges that need addressing.

SAN FRANCISCO--(BUSINESS WIRE)-- Forge Global Holdings, Inc. (“Forge,” or the “Company”) (NYSE: FRGE), a leading private securities marketplace, was notified on December 31, 2024 by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average share price. Rule 802.01C requires that a company’s common stock trade at a minimum average closing price of $1.00 over a consecutive 30 trading-day period. The notice has no immediate impact on the listing of the Company’s common stock on the NYSE during the six-month cure period.

The Company intends to notify the NYSE within 10 business days of its intent to regain compliance with Rule 802.01C. The Company can regain compliance at any time within the six-month cure period if, on the last trading day of any calendar month during the cure period, the common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company intends to remain listed on the NYSE, and will consider the best available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval, if necessary to regain compliance.

The Company’s common stock will continue to be listed on the NYSE during the six-month cure period, subject to the Company’s compliance with other NYSE continued listing requirements.

About Forge

Forge is a leading provider of marketplace infrastructure, data services and technology solutions for private market participants. Forge Securities LLC is a registered broker-dealer and a Member of FINRA that operates an alternative trading system.

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “strategy,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “opportunity” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s ability to regain compliance with Rule 802.01C within the applicable cure period and the Company’s ability to comply with applicable listing standards of the NYSE. The Company cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, general economic, political and business conditions; the ability of the Company to maintain its listing on the NYSE; the Company’s ability to continue to comply with applicable listing standards of the NYSE; and those factors discussed under the header “Risk Factors” in the Company’s most recent periodic and other filings with the SEC. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company has no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250103858196/en/

Investor Relations Contact:

Dominic Paschel

ir@forgeglobal.com

Media Contact:

Lindsay Riddell

press@forgeglobal.com

Source: Forge Global

FAQ

What NYSE compliance issue is Forge Global (FRGE) facing?

Forge Global (FRGE) is not complying with NYSE Rule 802.01C, which requires a minimum average closing share price of $1.00 over a consecutive 30 trading-day period.

How long does Forge Global (FRGE) have to regain NYSE compliance?

Forge Global has a six-month cure period to regain compliance with NYSE listing standards.

What options does Forge Global (FRGE) have to maintain NYSE listing?

Forge Global can regain compliance if its stock closes at $1.00 or above and maintains that average over 30 days, or it may implement a reverse stock split, subject to stockholder approval.

Will Forge Global (FRGE) be immediately delisted from NYSE?

No, Forge Global will continue trading on NYSE during the six-month cure period, provided it meets other NYSE listing requirements.

When did Forge Global (FRGE) receive the NYSE non-compliance notice?

Forge Global received the NYSE non-compliance notice on December 31, 2024.