Newegg Confirms Effective Date of Share Combination

Rhea-AI Summary

Newegg Commerce (NASDAQ: NEGG) has announced a twenty-to-one share combination (reverse stock split) effective April 7, 2025. The move will increase the par value of common shares from $0.021848 to $0.43696 per share.

The share combination, approved by the board and controlling shareholders, aims to maintain Nasdaq's minimum listing price requirements. While the CUSIP number will change to G6483G 209, NEGG will continue trading on the Nasdaq Capital Market. The combination will proportionally affect all shareholders, maintaining their percentage interests except for fractional shares, which will be exchanged for cash.

Computershare Inc. will serve as the exchange and paying agent for this transaction. Shareholders with questions are encouraged to contact Computershare (registered holders) or their respective financial intermediaries (beneficial holders).

Positive

• Maintains Nasdaq listing compliance through reverse split
• No change in shareholders' proportional ownership

Negative

• Implementation of reverse stock split indicates potential share price concerns
• Cash buyout of fractional shares may force small investors out of positions

Insights

Corporate Finance Specialist

Newegg's announcement of a twenty-to-one reverse stock split represents a significant corporate action designed to address an immediate regulatory concern. With the current share price at $0.2696, this maneuver is clearly aimed at boosting the price above Nasdaq's $1.00 minimum bid requirement to maintain listing compliance.

This reverse split is a technical adjustment rather than a fundamental business change. Post-split, Newegg's market capitalization will remain unchanged at approximately $101.9 million, while the share count will decrease by 95%. The theoretical post-split share price would be around $5.39 based on current values.

The timing suggests Newegg is likely operating under a Nasdaq compliance deadline. Companies typically receive 180 days to regain compliance after falling below the minimum bid price, with possible extensions. This action prevents the significant negative consequences of delisting, including reduced liquidity, institutional investor access, and financing options.

However, reverse splits carry stigma as they're typically associated with struggling companies. They don't address core business challenges causing the price decline in the first place. Historically, companies implementing reverse splits often continue experiencing price deterioration after the action as the underlying performance issues remain unresolved.

What's notably missing from this announcement is any accompanying strategic initiatives to improve operational performance or financial health, which would typically accompany such actions when companies have clear turnaround plans.

DIAMOND BAR, Calif.--(BUSINESS WIRE)-- Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company”), a global leader in e-commerce for technology products, today announced that the twenty-to-one share combination (commonly referred to as a reverse stock split) of its common shares will become effective on April 7, 2025 upon the filing of the Amended and Restated Memorandum and Articles of Association with the Registry of Corporate Affairs in the British Virgin Islands, which will result in a proportionate increase to the par value of the Company’s common shares from $0.021848 per share to $0.43696 per share. As previously announced, the share combination was approved by the Company’s board of directors and the controlling shareholders of the Company by written consent. While the CUSIP number for the Company’s common shares will change from G6483G 100 to G6483G 209, the common shares will continue to trade on the Nasdaq Capital Market under the symbol “NEGG.” The share combination is intended to enable the Company to continue to meet minimum Nasdaq listing price per share requirements and will affect all shareholders proportionately. The share combination will not alter any shareholder’s percentage interest in the Company, except for fractional shares created by the share combination, which will be exchanged for cash.

The Company’s transfer agent, Computershare Inc. (“Computershare”), is acting as the exchange and paying agent for the share combination. Registered holders are encouraged to contact Computershare and beneficial holders are encouraged to contact their bank, broker or other nominee with any questions.

About Newegg

Newegg Commerce, Inc. (NASDAQ: NEGG), founded in 2001 and based in Diamond Bar, Calif., near Los Angeles, is a leading global online retailer for PC hardware, consumer electronics, gaming peripherals, home appliances, automotive and lifestyle technology. Newegg also serves businesses’ e-commerce needs with marketing, supply chain, and technical solutions in a single platform. For more information, please visit Newegg.com.

Follow Newegg on X, TikTok, Instagram, Facebook, YouTube, Twitch, Threads and Discord.

Cautionary Statement Concerning Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “intends,” and certain other statements about the future may be deemed forward-looking statements. All statements, other than statements of historical facts included in this press release, including statements concerning the timing of implementation of the share combination, and the Company’s intentions and expected benefits associated therewith, are forward-looking statements. Although Newegg believes that the expectations reflected in such forward-looking statements are reasonable at the time given, these statements involve risks and uncertainties that may cause actual future activities and outcomes to be materially different from those suggested or described in this news release. These risks and uncertainties include changes in global economic and geopolitical conditions, fluctuations in customer demand and spending, inflation, interest rates and global supply chain constraints. Investors are cautioned that any forward-looking statements are not guarantees of future outcomes or developments may differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company’s SEC filings are available at http://www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250403927568/en/

Newegg Commerce, Inc.:

Investor Relations

ir@newegg.com

Source: Newegg Commerce Inc.

FAQ

When will Newegg's (NEGG) reverse stock split take effect?

Newegg's twenty-to-one reverse stock split will become effective on April 7, 2025.

What is the new par value of NEGG shares after the reverse split?

The par value will increase from $0.021848 to $0.43696 per share.

Will NEGG shareholders lose their percentage ownership due to the reverse split?

No, the share combination will not alter shareholders' percentage interests, except for fractional shares which will be exchanged for cash.

Why is Newegg (NEGG) implementing a reverse stock split?

The reverse split is intended to help the company meet Nasdaq's minimum listing price requirements.

What happens to NEGG's trading symbol after the reverse split?

NEGG will continue trading under the same symbol on the Nasdaq Capital Market, though the CUSIP number will change to G6483G 209.