Fusion Fuel Green PLC Announces Reverse Share Split to Regain Compliance with Nasdaq’s Minimum Bid Price Rule

Rhea-AI Summary

Fusion Fuel Green PLC (NASDAQ: HTOO) has announced a 1-for-35 reverse share split of its Class A Ordinary Shares, effective July 14, 2025. The move aims to regain compliance with Nasdaq's minimum bid price requirement for continued listing.

The consolidation will reduce outstanding shares from approximately 27.4 million to 783,376, with the stock continuing to trade under the symbol "HTOO" with a new CUSIP number G3R25D 209. The company's authorized share capital will maintain 100 million shares, with the nominal value per share adjusting to $0.0035.

The reverse split will proportionally affect the company's equity awards, warrants, and convertible preferred shares. Fractional shares will be rounded up, and shareholders need not take action as changes will be automatically reflected in brokerage accounts.

Positive

• Potential to regain Nasdaq compliance and maintain listing status
• No action required from shareholders for the transition
• Fractional shares will be rounded up to benefit shareholders

Negative

• Significant reduction in total outstanding shares could impact liquidity
• Indicates underlying share price weakness necessitating the reverse split
• May be viewed as a technical solution without addressing fundamental business issues

Insights

Corporate Restructuring Analyst

Fusion Fuel's 1-for-35 reverse split aims to maintain Nasdaq listing by boosting share price, though significantly reducing share count.

Fusion Fuel is implementing a 1-for-35 reverse share split to regain compliance with Nasdaq's minimum bid price requirement, a critical move to maintain its listing status. This restructuring will dramatically reduce the company's outstanding shares from approximately 27.4 million to just 783,376 shares while maintaining its 100 million authorized share capacity.

This defensive maneuver strongly suggests Fusion Fuel has been trading below Nasdaq's $1 minimum bid requirement for an extended period. The substantial 35:1 ratio chosen—near the maximum 40:1 authorized by shareholders—indicates a severely depressed share price. Companies typically implement reverse splits at the minimum ratio needed to achieve compliance, so this aggressive ratio signals the stock has likely fallen to pennies per share.

The mechanics of the split include adjusting all convertible securities and options proportionally and rounding fractional shares upward. While this restructuring doesn't directly impact the company's underlying business fundamentals or total market capitalization, such extreme reverse splits are often viewed negatively by investors as they frequently follow extended periods of poor performance and dilution.

Notably, the move merely addresses a regulatory compliance issue rather than reflecting any operational improvements or strategic initiatives that would enhance Fusion Fuel's actual business prospects. The timing of implementation (July 14, 2025) gives market participants minimal adjustment time following this announcement.

DUBLIN, July 10, 2025 (GLOBE NEWSWIRE) -- via IBN – Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”) today announced a 1-for-35 reverse share split (the “Reverse Share Split”) of the Company’s Class A Ordinary Shares by way of a share consolidation.

The Company’s Class A Ordinary Shares will continue to trade on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HTOO” and will begin trading on a split-adjusted basis when the market opens on Monday, July 14, 2025. The new CUSIP number for the Company’s Class A Ordinary Shares following the Reverse Share Split will be G3R25D 209.

The Reverse Share Split is intended to enable the Company to regain compliance with the minimum bid price requirement for continued listing on Nasdaq.

The Reverse Share Split was approved by the board of directors of the Company (the “Board”) on June 25, 2025, immediately following the Annual General Meeting of the Company held on June 25, 2025 at 3:00 pm (Dublin time) (the “AGM”). At the AGM, the shareholders of the Company approved a resolution to consolidate the Company’s Class A Ordinary Shares (with a nominal value of $0.0001 per share) in the authorized but unissued and in the authorized and issued share capital of the Company, at a ratio to be determined by the Board, provided that such consolidation shall be effected at a ratio of not fewer than every 4 Class A Ordinary Shares and not more than every 40 Class A Ordinary Shares being consolidated into 1 Class A Ordinary Share, with the final ratio and timing of implementation of the consolidation to be determined by the Board. In addition, at the AGM, the shareholders approved a resolution, subject to and immediately following the implementation of the Reverse Share Split, to increase the Company’s authorized share capital by such amount as is necessary to ensure that, following the Reverse Share Split, the Company shall have 100,000,000 authorized Class A Ordinary Shares, each with a nominal value that will reflect the ratio applied by the Board in implementing the Reverse Share Split (the “Authorized Capital Increase”).

Accordingly, as a result of the Reverse Share Split, every 35 of the issued and outstanding Class A Ordinary Shares of the Company as of the effective time of the Reverse Share Split will be consolidated into one Class A Ordinary Share. The number of issued and outstanding Class A Ordinary Shares will adjust from approximately 27,418,159 shares to approximately 783,376 shares (subject to adjustment due to the effect of rounding up fractional shares into whole shares). In addition, the Reverse Share Split will effect a reduction in the number of shares issuable pursuant to the Company’s equity awards, warrants, and convertible preferred shares outstanding as of the effective time of the Reverse Share Split with a corresponding increase in the exercise or conversion price per share. As a result of the Authorized Share Capital Increase, the number of authorized Class A Ordinary Shares will continue to be 100,000,000 shares. The nominal value of each of the Class A Ordinary Shares will be adjusted to $0.0035. The other terms of the Class A Ordinary Shares will not be affected.

No fractional shares will be issued in connection with the Reverse Share Split. Fractional shares resulting from the Reverse Share Split will be rounded up to the nearest whole share. Continental Stock Transfer and Trust Company is acting as transfer and exchange agent for the Reverse Share Split. Registered shareholders are not required to take any action to receive post-Reverse Share Split shares. Shareholders who are holding their shares in electronic form at brokerage firms need not take any action as the effect of the Reverse Share Split will automatically be reflected in their brokerage accounts.

Additional information about the Reverse Share Split can be found in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on July 10, 2025, which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at https://www.fusion-fuel.eu/.

About Fusion Fuel Green PLC

Fusion Fuel Green PLC (NASDAQ: HTOO) is a growing energy company providing engineering, advisory, and fuel distribution solutions through its brands Al Shola Gas and BrightHy. The Company services clients across commercial, residential, and industrial sectors and is actively expanding into new verticals and geographies to support energy transition and infrastructure resilience.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties described under Item 3. “Key Information – D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the SEC on May 9, 2025 (the “Annual Report”), and other filings with the SEC. Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

Investor Relations Contact
ir@fusion-fuel.eu
www.fusion-fuel.eu

Wire Service Contact:
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com

FAQ

What is the reverse stock split ratio for Fusion Fuel (HTOO) and when is it effective?

Fusion Fuel announced a 1-for-35 reverse stock split effective July 14, 2025, when the market opens.

How many shares will Fusion Fuel (HTOO) have outstanding after the reverse split?

After the reverse split, Fusion Fuel's outstanding shares will reduce from approximately 27.4 million to 783,376 shares.

Why is Fusion Fuel (HTOO) implementing a reverse stock split?

The reverse split is being implemented to regain compliance with Nasdaq's minimum bid price requirement for continued listing.

What happens to fractional shares in Fusion Fuel's (HTOO) reverse split?

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

Do Fusion Fuel (HTOO) shareholders need to take any action for the reverse split?

No, shareholders do not need to take any action. Changes will be automatically reflected in brokerage accounts.