ARB IOT Group Limited Announces 1-for-15 Reverse Share Split

Rhea-AI Summary

ARB IOT Group Limited (NASDAQ: ARBB) has announced a 1-for-15 reverse share split of its ordinary shares, effective June 2, 2025. Following the split, the company will maintain its "ARBB" trading symbol but receive a new CUSIP number (G0447T118) and par value of $0.0015 per share.

The reverse split will automatically convert every fifteen outstanding shares into one share, with fractional shares rounded up to the nearest whole share. The company's outstanding warrants will be adjusted proportionately. Post-split, ARBB will have approximately 1,765,276 ordinary shares outstanding and 33,333,333 authorized shares.

The primary objective of this corporate action is to increase the per-share trading price to meet NASDAQ's $1.00 minimum bid price requirement for continued listing.

Positive

• Aims to maintain NASDAQ listing compliance by meeting $1.00 minimum bid price requirement
• Automatic conversion process requires no action from shareholders holding shares in brokerage accounts
• Fractional shares will be rounded up to the nearest whole share, benefiting shareholders

Negative

• Indicates company is struggling to maintain NASDAQ listing requirements
• Reduces trading liquidity due to fewer shares outstanding
• May signal underlying financial or operational challenges leading to low share price

Insights

Capital Markets Specialist

ARB IOT's reverse split aims to maintain Nasdaq listing by boosting share price above $1, signaling financial challenges.

ARB IOT Group Limited (ARBB) has announced a 1-for-15 reverse share split effective June 2, 2025, a critical development that reveals underlying challenges. This corporate action will reduce outstanding shares from approximately 26.5 million to just 1.77 million, while maintaining the same overall market capitalization.

The company explicitly states this move is designed to meet Nasdaq's $1.00 minimum bid price requirement for continued listing. This clearly indicates ARBB's share price has fallen below this threshold, putting it at risk of delisting - a significant red flag for investors. Reverse splits are typically implemented by companies facing financial distress or declining market confidence.

While this action mathematically increases the share price by 15x, it provides no fundamental change to company value or performance. The restructuring includes proportional adjustments to outstanding warrants and a new CUSIP number (G0447T118).

Interestingly, the company has chosen to round up fractional shares rather than cash them out, slightly benefiting small shareholders. Following the split, ARBB will have utilized only about 5.3% of its 33.33 million authorized shares, providing substantial capacity for future issuances.

Notably, this corporate action comes with administrative costs for shareholders holding physical certificates, who will need to exchange their holdings through the transfer agent, Vstock Transfer, LLC.

Kuala Lumpur, Malaysia, May 29, 2025 (GLOBE NEWSWIRE) -- ARB IOT Group Limited (Nasdaq: ARBB, the "Company" or “ARB IOT”), today announced that the shareholders and the board of directors of the Company approved a one-for-fifteen reverse share split of the Company’s issued and unissued ordinary shares (the “Ordinary Shares”). Beginning June 2, 2025, the Company’s Ordinary Shares will be trading on a split-adjusted basis under the same symbol “ARBB” but with a new CUSIP number, G0447T118, and a new par value of $0.0015 per share.

As a result of the reverse share split, each fifteen Ordinary Shares outstanding will automatically combine and convert to one issued and outstanding Ordinary Share without any action on the part of shareholders who hold their shares in brokerage accounts or “street name.” Shareholders holding certificates of Ordinary Shares are expected to receive instructions from the Company’s transfer agent, Vstock Transfer, LLC, regarding procedures for exchanging share certificates. All outstanding warrants to purchase the Company’s Ordinary Shares will be adjusted proportionately as a result of the reverse share split. No fractional shares will be issued as a result of the reverse share split, and instead, all such fractional shares resulting from the reverse share split will be rounded up to the nearest whole share.

The reverse share split is intended to increase the per share trading price of the Ordinary Shares to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Stock Market. Following the reverse share split, the Company will have approximately 1,765,276 Ordinary Shares issued and outstanding, exclusive of shares issuable under outstanding warrants, and the Company will have 33,333,333 authorized Ordinary Shares.

About ARB IOT Group Limited

ARB IOT Group Limited is a provider of complete solutions to clients for the integration of Internet of Things (“IoT”) systems and devices from designing to project deployment. We offer a wide range of IoT systems as well as providing customers a substantial range of services such as system integration and system support service. We deliver holistic solutions with full turnkey deployment from designing, installation, testing, pre-commissioning, and commissioning of various IoT systems and devices as well as integration of automated systems, including installation of wire and wireless and mechatronic works.

Safe Harbor Statement

This press release contains “forward-looking statements” that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, such as statements regarding our estimated future results of operations and financial position, our strategy and plans, and our objectives or goals, are 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. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Our actual results may differ materially or perhaps significantly from those discussed herein, or implied by, these forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including, but not limited to, those that we discussed or referred to in the Company’s disclosure documents filed with the U.S. Securities and Exchange Commission (the “SEC”) available on the SEC’s website at www.sec.gov, including the Company’s Annual Report on Form 20-F as well as in our other reports filed or furnished from time to time with the SEC. The forward-looking statements included in this press release are made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking statements, other than as required by applicable law.

For further information, please contact:

ARB IOT Group Limited

Investor Relations Department

Email: contact@arbiotgroup.com

FAQ

What is the reverse stock split ratio for ARB IOT Group (ARBB) and when is it effective?

ARB IOT Group (ARBB) will implement a 1-for-15 reverse stock split effective June 2, 2025, where every 15 shares will be converted into 1 share.

Why is ARB IOT Group (ARBB) conducting a reverse stock split?

ARB IOT Group is conducting the reverse split to increase its share price to meet NASDAQ's $1.00 minimum bid price requirement for continued listing.

How many shares will ARB IOT Group (ARBB) have outstanding after the reverse split?

After the reverse split, ARB IOT Group will have approximately 1,765,276 ordinary shares outstanding, with 33,333,333 authorized shares.

What happens to fractional shares in ARBB's reverse stock split?

Fractional shares resulting from the reverse split will be rounded up to the nearest whole share.

Will ARBB's stock symbol change after the reverse split?

No, ARBB will continue trading under the same symbol, but will have a new CUSIP number (G0447T118) and par value of $0.0015 per share.