Markforged's Board of Directors has approved a 1-for-10 reverse stock split of its Common Stock, effective on September 19, 2024.
The company has also announced an associated proportional reduction in the number of shares of Common Stock the Company is authorised to issue. It is expected that Markforged's Common Stock will begin trading on a split-adjusted basis on the New York Stock Exchange as of the commencement of trading on September 19, 2024.
Markforged is implementing a reverse stock split in response to a New York Stock Exchange (NYSE) noncompliance notice received last year. The NYSE noncompliance notice was in relation to Rule 802.01C, which requires listed companies to achieve a minimum average closing price of 1.00 USD per share during a consecutive 30-day trading period. Markforged, who announced it would consider a reverse stock split in November last year, has been unable to return the value of its stock above the 1.00 USD threshold. Currently (Sep 10, 2024), shares are valued at 0.20 USD each.
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.
