Forge Global announces 1-for-15 reverse stock split

SAN FRANCISCO - Forge Global Holdings, Inc. (NYSE: FRGE), a prominent private securities marketplace with a current market capitalization of $108 million, has announced a 1-for-15 reverse stock split of its Common Stock, scheduled to take effect at the start of trading on April 15, 2025. The announcement comes as the company’s stock has declined significantly, with InvestingPro data showing a 49% drop over the past six months and a current trading price of $0.54. This move comes after the company’s stockholders granted approval for a reverse stock split with a variable ratio on March 27, 2025, and the Board of Directors has chosen a 1-for-15 ratio to be implemented.

The reverse stock split is aimed at ensuring compliance with the New York Stock Exchange’s minimum bid price requirement for continued listing. As a result, every fifteen shares of the company’s Common Stock will be consolidated into one new share. According to InvestingPro analysis, the company currently shows a weak financial health score of 1.67, with multiple indicators suggesting challenges ahead. InvestingPro subscribers have access to 13 additional key insights about FRGE’s financial position and market performance. The company’s ticker symbol, FRGE, will remain unchanged on the NYSE, although a new CUSIP number, 34629L 202, will be assigned to the Common Stock.

No fractional shares will be issued in connection with the reverse stock split. Instead, shareholders entitled to a fraction of a share will receive cash compensation based on the fair market value of the fraction, calculated using the closing sales price of the company’s Common Stock on April 11, 2025, adjusted for the reverse stock split.

The reverse stock split will also necessitate proportional adjustments to the number of shares issued and available under the company’s equity incentive plans, as well as the exercise price and number of shares issuable upon the exercise or conversion of the company’s outstanding stock options, restricted stock units, and other equity securities. Outstanding warrants will similarly be adjusted according to their terms.

Continental Stock Transfer & Trust Company is serving as the exchange agent for the reverse stock split. Shareholders holding shares in book-entry form will receive a transaction statement from Continental reflecting their post-split stock ownership and are not required to take any action. Those holding shares through banks, brokers, custodians, or other nominees will have their positions automatically adjusted to reflect the reverse stock split, in line with the processes of their respective entities.

Further details on the reverse stock split can be found in the definitive proxy statement filed with the Securities and Exchange Commission on February 27, 2025, accessible on the SEC’s website and the company’s investor relations page.

This press release contains forward-looking statements regarding expectations for the reverse stock split’s effect, the company’s ability to maintain its NYSE listing, and the actions of third parties in relation to the reverse stock split. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. For investors seeking deeper insights, InvestingPro offers a comprehensive research report on FRGE, part of its coverage of over 1,400 US stocks, providing detailed analysis of the company’s financial health, valuation metrics, and growth prospects through intuitive visuals and expert analysis.

This article is based on a press release statement from Forge Global Holdings, Inc.

In other recent news, Forge Global Holdings Inc. reported its fourth-quarter earnings for 2024, revealing that both earnings per share (EPS) and revenue fell short of analyst expectations. The company’s EPS was -0.08, slightly missing the forecasted -0.07, while revenue came in at $18.3 million, below the expected $25.19 million. Forge Global experienced a full-year net loss of $67.8 million, which marks an improvement from the previous year’s $91.5 million loss, driven by a 46% year-over-year increase in marketplace revenues and a 73% surge in trading volume. Additionally, Forge Global announced a partnership with Yahoo Finance to provide real-time pricing and valuation data for late-stage U.S. private companies, aiming to improve investor access to private market data.

In another development, Forge Global has appointed KPMG LLP as its new auditor, replacing Ernst & Young LLP, effective March 14, 2025. The transition comes without any disagreements or reportable events related to accounting principles or practices. Furthermore, the company welcomed financial veteran Brian McDonald to its Board of Directors, bringing his extensive experience from Morgan Stanley and Charles Schwab to support Forge’s strategic initiatives.

These recent developments highlight Forge Global’s ongoing efforts to enhance its market presence and operational efficiency, despite the earnings miss. The company is also focusing on expanding its product offerings, such as the proposed Accuidity Megacorn Fund, and aiming for adjusted EBITDA breakeven by 2026, according to CEO Kelly Rodriques.

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