Markforged Announces Reverse Stock Split

Rhea-AI Summary

Markforged Holding (NYSE: MKFG) has announced a 1-for-10 reverse stock split of its Common Stock, effective September 19, 2024. This move aims to bring the company into compliance with the NYSE's minimum bid price requirement. Key points include:

- Outstanding shares will reduce from ~203 million to ~20.3 million
- Trading under symbol 'MKFG' continues with a new CUSIP number
- Proportional adjustments to equity incentive plans and warrants
- Authorized shares reduced from 1 billion to 100 million
- No fractional shares issued; stockholders receive whole shares

The split affects stockholders of record and those owning shares through brokers. Continental Stock Transfer & Trust Company is managing the exchange process.

Positive

• Aims to maintain NYSE listing compliance
• Potential for increased stock price visibility and investor interest
• No loss of fractional shares for stockholders

Negative

• Indicates struggle to maintain minimum share price
• May signal financial challenges or market undervaluation
• Potential for increased stock price volatility post-split

Insights

Financial Analyst

Markforged's 1-for-10 reverse stock split is a critical move to maintain NYSE listing compliance. This action will reduce outstanding shares from 203 million to 20.3 million, potentially boosting the stock price. However, it's important to note that this doesn't change the company's underlying value or market cap. The reduction in authorized shares from 1 billion to 100 million might limit future fundraising flexibility. For investors, while the split doesn't directly impact their ownership percentage, it could affect market perception and liquidity. The adjustment of warrant terms, particularly the increase in exercise price to $115.00 per share, may significantly impact their value and attractiveness to holders.

Market Research Analyst

This reverse split signals potential investor concerns about Markforged's stock performance. It's often seen as a last resort to maintain listing requirements, which could raise red flags about the company's financial health. However, it might also attract institutional investors who have minimum share price requirements. The market's reaction will be important to watch, as reverse splits can sometimes lead to increased volatility or downward pressure. The reduction in authorized shares could be viewed positively as it reduces potential dilution, but it also limits the company's ability to raise capital through equity issuance. This move might be part of a broader strategy to reposition Markforged in the market, possibly in preparation for future growth initiatives or to attract strategic partnerships.

Legal Expert

The reverse stock split has several legal implications. Markforged has meticulously followed proper procedures, including obtaining shareholder approval and providing detailed information in their SEC filings. The company's proactive approach in addressing NYSE listing requirements demonstrates good corporate governance. Investors should be aware of the warrant adjustments, as these changes could affect their rights and the value of their holdings. The reduction in authorized shares also requires careful consideration, as it may impact the company's ability to issue new shares for future transactions or employee compensation. Stockholders should review their positions post-split and consult with their financial advisors to understand the full impact on their individual situations.

WALTHAM, Mass., Sept. 09, 2024 (GLOBE NEWSWIRE) -- Markforged Holding Corporation (NYSE: MKFG) (“Markforged” or the “Company”), the company strengthening manufacturing resiliency by enabling industrial production at the point of need, today announced that its Board of Directors approved a 1-for-10 reverse stock split of its Common Stock to be effective 12:01 a.m., Eastern Time, on September 19, 2024 and an associated proportional reduction in the number of shares of Common Stock the Company is authorized to issue. The Company expects its Common Stock to begin trading on a split-adjusted basis on the New York Stock Exchange as of the commencement of trading on September 19, 2024.

On June 18, 2024, the Company’s stockholders approved a reverse stock split of the Company’s Common Stock at a ratio ranging from 1-for-5 to 1-for-10, inclusive, with such ratio to be determined at the discretion of the Company’s Board of Directors and with such reverse stock split to be effected at such time and on such date as determined by the Board of Directors in its sole discretion (but in no event later than December 31, 2024). The reverse stock split is intended to bring the Company into compliance with the minimum bid price requirement for continued listing on the New York Stock Exchange.

The 1-for-10 reverse stock split will automatically result in the conversion of ten (10) current shares of the Company’s Common Stock into one (1) new share of Common Stock. The Company’s Common Stock will continue to trade on the New York Stock Exchange under the symbol “MKFG” following the reverse stock split, with a new CUSIP number of 57064N201. After the effectiveness of the reverse stock split, the number of outstanding shares of Common Stock will be proportionally reduced from approximately 203 million to approximately 20.3 million, subject to adjustment to give effect to the treatment of any fractional shares that stockholders would have received as a result of the reverse stock split. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to a fractional share will receive an additional fraction of a share such that they will own a whole number of shares of Common Stock post-split. Proportional adjustments will also be made to the number of shares of Common Stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options, restricted stock units and other equity securities under the Company’s equity incentive plans. Additionally, all outstanding warrants will be adjusted in accordance with their terms, which will, among other changes to the warrant terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise and redemption prices of such warrants. Specifically, following the effectiveness of the reverse stock split, every ten (10) shares of Common Stock that may be purchased pursuant to the exercise of public warrants will represent one (1) share of Common Stock that may be purchased pursuant to such warrants. Accordingly, for the Company's warrants trading under the symbol "MKFG WS", every ten (10) warrants will be exercisable for one (1) share of Common Stock at an exercise price of $115.00 per share of Common Stock. In conjunction with the reverse stock split, the number of shares of Common Stock authorized for issuance will be reduced from 1 billion to 100 million.

Continental Stock Transfer & Trust Company (“Continental”), the Company’s transfer agent, is acting as the exchange agent for the reverse stock split. Stockholders of record owning their shares in book-entry will be receiving a transaction statement from Continental regarding their Common Stock ownership post-reverse stock split and are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the holding entity’s particular processes; such stockholders will not be required to take any action to receive post-split shares. However, these banks, brokers, custodians or other nominees may have different procedures than Continental for processing the reverse stock split. If a stockholder holds shares of Common Stock with a bank, broker, custodian or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee for more information.

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2024, which is available at the SEC’s website, www.sec.gov, and on the Company’s website at https://investors.markforged.com/sec-filings.

About Markforged

Markforged (NYSE: MKFG) is enabling more resilient and flexible manufacturing by bringing industrial 3D printing right to the factory floor. Our additive manufacturing platform The Digital Forge allows manufacturers to create strong, accurate parts in both metal and advanced composites. With over 10,000 customers in 70+ countries, we’re bringing on-demand industrial production to the point of need. We are headquartered in Waltham, Mass where we design the hardware, software and advanced materials that makes The Digital Forge reliable and easy to use. To learn more, visit www.markforged.com.

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 Markforged believes that it has a reasonable basis for each forward-looking statement contained in this press release, Markforged 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, Markforged’s expectations regarding the effect of the reverse stock split, its ability to maintain its listing on the New York Stock Exchange, and the actions of third parties, including Continental, with respect to the reverse stock split. The forward-looking statements contained in this press release are subject to risks and uncertainties, which may cause the actual outcomes or results to vary from those indicated by the forward-looking statements. These risks and uncertainties include market conditions and their impact on the trading price of Markforged’s Common Stock on the New York Stock Exchange, and other risks and uncertainties, including those more fully described in the Proxy Statement and Markforged’s Annual Report on Form 10-K filed with the SEC on March 15, 2024, and other risks and uncertainties detailed from time to time in Markforged’s filings with the SEC. Markforged undertakes no obligation to revise or update publicly any forward-looking statements except as required by law.

Markforged:

Media

Sam Manning, Public Relations Manager
sam.manning@markforged.com

Investors

Austin Bohlig, Director of Investor Relations
investors@markforged.com

Source: Markforged Holding Corporation

FAQ

When will Markforged's (MKFG) reverse stock split take effect?

Markforged's 1-for-10 reverse stock split will take effect at 12:01 a.m., Eastern Time, on September 19, 2024.

How will Markforged's (MKFG) reverse stock split affect the number of outstanding shares?

The reverse stock split will reduce Markforged's outstanding shares from approximately 203 million to approximately 20.3 million.

What is the new CUSIP number for Markforged (MKFG) stock after the reverse split?

The new CUSIP number for Markforged stock after the reverse split will be 57064N201.

How will the reverse split affect Markforged's (MKFG) stock warrants?

After the split, every ten warrants will be exercisable for one share of Common Stock at an exercise price of $115.00 per share.