Move Aims to Ensure Continued Listing on
Nasdaq
BOLINGBROOK,
Ill., Sept. 6, 2024 /PRNewswire/ -- Hyzon
(NASDAQ: HYZN) ("Hyzon" or the "Company"), a U.S.-based
high-performance hydrogen fuel cell system manufacturer and
technology developer focused on providing zero-emission power to
decarbonize the most demanding industries, today announced that its
Board of Directors and stockholders approved a 1-for-50 reverse
stock split of the Company's Class A common stock, par value
$0.0001 per share, which will be
effective at 12:01 a.m., Eastern
Time, on September 11, 2024
(the "Reverse Stock Split"). Hyzon's Class A common stock will
continue to be traded on The Nasdaq Capital Market on a
split-adjusted basis beginning on September
11, 2024, under the Company's existing trading symbol
"HYZN."
The Reverse Stock Split is intended to increase
the bid price of the Company's Class A common stock so that Hyzon
can regain compliance with the minimum bid price requirement of
$1.00 per share for continued listing
on The Nasdaq Capital Market. The new CUSIP number following the
Reverse Stock Split will be 44951Y201. The Company filed a
Certificate of Amendment with the Secretary of State of the
State of Delaware on September 6, 2024 to effect the Reverse Stock
Split.
The Reverse Stock Split will affect all
stockholders uniformly and will not alter any stockholder's
percentage ownership interest in the Company, except to the extent
that the Reverse Stock Split results in that stockholder owning a
fractional share as described in more detail below.
The Reverse Stock Split will reduce the number of
shares of Class A common stock issued and outstanding from
approximately 272.5 million to approximately 5.5 million. The total
number of authorized shares of Class A common stock will also be
reduced proportionally from 1,000,000,000 to 20,000,000. No
fractional shares will be issued in connection with the Reverse
Stock Split. In lieu, thereof, each stockholder who would be
entitled to receive a fractional share will be entitled to receive
a cash payment equal to the product of the closing price on the day
immediately prior to effectiveness of the Reverse Stock Split and
the amount of the fractional share.
The Reverse Stock Split will also result in
proportional adjustments being made to all outstanding options,
warrants, restricted stock units, performance stock units, or
similar securities entitling their holders to receive or purchase
shares of our Class A common stock.
The company's publicly-traded warrants will
continue to be traded under the symbol "HYZNW" and the CUSIP
identifier for the warrants will remain unchanged.
Continental Stock Transfer and Trust Company
("Continental"), the Company's transfer agent, will act as the
exchange agent for the Reverse Stock Split. Continental will
provide instructions to any stockholders with physical stock
certificates regarding the process for exchanging their
certificates for split-adjusted shares into "book-entry form."
Shares held by stockholders in "street name" will have their
accounts automatically credited by their brokerage form, bank or
other nominee, as will any stockholders who held their shares in
book-entry form at Continental.
About Hyzon
Hyzon is a global supplier of
high-performance hydrogen fuel cell technology focused on providing
zero-emission power to decarbonize demanding industries. With
agile, high-power technology designed for heavy-duty applications,
Hyzon is at the center of a new industrial revolution fueled by
hydrogen, the most abundant natural element, and a clean
energy source. Hyzon is focusing on deploying its fuel cell
technology in heavy-duty commercial vehicles in Class 8 and refuse
collection vehicles across North America, as well as new
markets such as stationary power applications. To learn more about
how Hyzon partners across the hydrogen value chain to accelerate
the clean energy transition, visit www.hyzonfuelcell.com.
Forward-Looking Statements
This press release
includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, express or implied forward-looking
statements regarding the Company's expectations, hopes, beliefs,
intentions, or strategies for the future. You are cautioned that
such statements are not guarantees of future performance and that
the Company's actual results may differ materially from those set
forth in the forward-looking statements. All of these
forward-looking statements are subject to risks and uncertainties
that may change at any time. Factors that could cause the Company's
actual expectations to differ materially from these forward-looking
statements include the Company's ability improve its capital
structure; Hyzon's liquidity needs to operate its business and
execute its strategy, and related use of cash; its ability to raise
capital through equity issuances, asset sales or the incurrence of
debt; the possibility that Hyzon may need to seek bankruptcy
protection; Hyzon's ability to fully execute actions and steps that
would be probable of mitigating the existence of substantial doubt
regarding its ability to continue as a going concern; our ability
to enter into any desired strategic alternative on a timely basis,
on acceptable terms; our ability to maintain the listing of our
Common Stock on the Nasdaq Capital Market; retail and credit market
conditions; higher cost of capital and borrowing costs;
impairments; changes in general economic conditions; and the other
factors under the heading "Risk Factors" set forth in the Company's
Annual Report on Form 10-K, as supplemented by the Company's
quarterly reports on Form 10-Q and current reports on Form 8-K.
Such filings are available on our website or at www.sec.gov. You
should not place undue reliance on these forward-looking
statements, which are made only as of the date hereof. The Company
undertakes no obligation to publicly update or revise
forward-looking statements to reflect subsequent developments,
events, or circumstances, except as may be required under
applicable securities laws.
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SOURCE Hyzon
