Fusion Fuel to Transfer Equity Listing to The Nasdaq Capital Market; Receives Extension to Comply with Bid Price Rule

Rhea-AI Summary

Fusion Fuel Green PLC (HTOO) announced its transfer from Nasdaq Global Market to Nasdaq Capital Market, effective February 3, 2025. The company received an additional 180-day period until July 28, 2025, to regain compliance with the $1.00 minimum bid price requirement. The company may implement a reverse share split to meet this requirement.

Additionally, as reported on January 13, 2025, Fusion Fuel was notified of non-compliance with Nasdaq's annual meeting requirement, having not held a shareholder meeting within twelve months of the fiscal year ended December 31, 2023. The company's securities will continue trading under symbols 'HTOO' and 'HTOOW' with no anticipated material impact on equity trading.

Positive

• Additional 180-day extension granted to meet Nasdaq listing requirements
• Maintains Nasdaq listing through transfer to Capital Market

Negative

• Risk of delisting if $1.00 minimum bid price requirement isn't met by July 28, 2025
• Non-compliance with annual shareholder meeting requirement
• Potential reverse stock split may be necessary
• Downgrade from Nasdaq Global Market to Capital Market

Insights

Capital Markets Expert

The transfer of Fusion Fuel (HTOO) from Nasdaq Global to Capital Market represents a critical juncture for the company and its investors. While maintaining a Nasdaq listing, this move typically signals financial strain and could impact institutional investment appetite. The Capital Market, while still providing continuous trading, generally hosts smaller companies with less stringent listing requirements.

The extension to meet the $1 minimum bid price requirement until July 28, 2025, provides important breathing room, but the company faces multiple compliance challenges. The contemplated reverse stock split, while potentially providing temporary price compliance, historically has mixed success rates and often faces negative market reception. Studies show that companies implementing reverse splits frequently experience continued price deterioration within 12 months.

More concerning is the concurrent non-compliance with the Annual Meeting Requirement, suggesting potential governance issues. This dual compliance challenge creates a complex situation where the company must address both share price and corporate governance matters simultaneously.

For investors, several key considerations emerge:

• The transfer could impact liquidity as some institutional investors have mandate restrictions against Capital Market listed securities
• The potential reverse split could lead to increased volatility and reduced retail investor participation
• The combination of listing venue change and compliance issues may affect the company's ability to raise capital on favorable terms

The company's status as an energy engineering and advisory solutions provider in the growing green energy sector provides some strategic value, but the immediate focus must be on maintaining listing compliance and strengthening its financial position to avoid further market status deterioration.

DUBLIN, Jan. 31, 2025 (GLOBE NEWSWIRE) -- via IBN -- Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), a leading provider of comprehensive energy engineering, advisory, and supply solutions, today announced that it was notified by the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff has approved the Company’s application to transfer its Class A Ordinary Shares and publicly-traded warrants to The Nasdaq Capital Market from The Nasdaq Global Market. This transfer will take effect at the opening of business on February 3, 2025.

In connection with the transfer, the Staff determined that the Company will be eligible for an additional 180 calendar day period, or until July 28, 2025, to regain compliance with the Nasdaq minimum $1.00 bid price per share requirement (the “Minimum Bid Price Requirement”). The Company intends to take all necessary steps to regain compliance, including effecting a reverse share split, if necessary, to regain compliance. If at any time during this additional time period the closing bid price of the Class A Ordinary Shares is at least $1.00 per share for a minimum of ten consecutive business days, the Staff will provide written confirmation of compliance for continued listing on The Nasdaq Capital Market.

As previously reported in a Report on Form 6-K furnished to the Securities and Exchange Commission on January 13, 2025, on January 10, 2025, the Company received a letter from the Staff notifying it that since the Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year ended December 31, 2023, it no longer complies with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”). There can be no assurance that Fusion Fuel will be able to regain compliance with the Minimum Bid Price Requirement, whether by implementing a reverse share split or otherwise, that the Company will be able to regain compliance with the Annual Meeting Requirement, or that the Company will be able to meet the Nasdaq listing requirements in general.

Fusion Fuel does not anticipate a material impact on its equity trading as a result of the transfer of listing. The Nasdaq Capital Market operates in the same manner as The Nasdaq Global Market and is a continuous trading market that lists companies that must meet certain financial and corporate governance requirements. Fusion Fuel’s securities will continue to trade under the symbols “HTOO” and “HTOOW.”

“We are pleased to receive Nasdaq’s approval to transfer our listing to The Nasdaq Capital Market, along with the additional time to regain compliance with the Minimum Bid Price Requirement,” said JP Backwell, CEO of Fusion Fuel. “This determination provides us with both the flexibility and the confidence to continue executing on our strategic initiatives with a renewed focus on building our business. We remain committed to delivering value to our shareholders and further establishing Fusion Fuel as a leading provider of full-service energy engineering and advisory solutions.”

About Fusion Fuel Green plc

Fusion Fuel Green PLC (NASDAQ: HTOO) is an emerging leader in the energy services sector, offering a comprehensive suite of energy engineering and advisory solutions through its Al Shola Gas and BrightHy subsidiaries. Al Shola Gas provides full-service industrial gas solutions, including the design, supply, and maintenance of liquefied petroleum gas (LPG) systems, as well as the transport and distribution of LPG to a broad range of customers across commercial, industrial, and residential sectors. BrightHy, the Company’s newly launched hydrogen solutions platform, focuses on delivering innovative engineering and advisory services that enable decarbonization across hard-to-abate industries.

Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu and following us on LinkedIn.

Forward-Looking Statements

This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Fusion Fuel has based these forward-looking statements largely on its current expectations. Such forward-looking statements are subject to risks and uncertainties (including those set forth in Fusion Fuel’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission) which could cause actual results to differ from the forward-looking statements.

Investor Relations Contact

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FAQ

What is the deadline for Fusion Fuel (HTOO) to meet Nasdaq's minimum bid price requirement?

Fusion Fuel has until July 28, 2025, to meet Nasdaq's $1.00 minimum bid price requirement.

Why is Fusion Fuel (HTOO) moving from Nasdaq Global Market to Nasdaq Capital Market?

The transfer allows Fusion Fuel additional time to regain compliance with Nasdaq's minimum bid price requirement while maintaining its listing status.

Will Fusion Fuel (HTOO) implement a reverse stock split?

The company stated it may implement a reverse stock split if necessary to regain compliance with the $1.00 minimum bid price requirement.

What are the current compliance issues facing Fusion Fuel (HTOO)?

Fusion Fuel faces two compliance issues: meeting the $1.00 minimum bid price requirement and holding an annual shareholder meeting, which wasn't conducted within twelve months of FY2023 end.

Will Fusion Fuel's (HTOO) stock symbol change after moving to Nasdaq Capital Market?

No, Fusion Fuel will continue trading under the symbols 'HTOO' and 'HTOOW' on the Nasdaq Capital Market.