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HWH International Inc. Announces Reverse Stock Split

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HWH International (NASDAQ: HWH) has announced a 1-for-5 reverse stock split effective February 24, 2025, at 9:00 a.m. Eastern Time. The primary purpose is to maintain Nasdaq Capital Market listing compliance by meeting minimum bid price requirements.

The reverse split will automatically convert every 5 shares of common stock into one new share, trading under the same symbol 'HWH' with a new CUSIP number 44852G309. The split will not affect stockholders' rights, preferences, authorized shares, or par value. Proportional adjustments will be made to warrant exercise prices and underlying shares.

Stockholders who would hold fractional shares post-split will receive cash payments based on the closing price on the effective date. The measure was approved by stockholders and the Board of Directors on January 16, 2025.

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Positive

  • Maintains Nasdaq listing compliance through bid price adjustment
  • Stockholder and Board approval already secured

Negative

  • Indicates company struggling to maintain minimum share price requirements
  • Potential forced selling for fractional shareholders
  • Share consolidation may reduce stock liquidity

Insights

This 1-for-5 reverse stock split represents a critical juncture for HWH International, primarily driven by the need to maintain Nasdaq listing compliance. With the current share price at $0.31, the post-split price would theoretically adjust to approximately $1.55, providing a buffer above Nasdaq's $1.00 minimum bid requirement.

While reverse splits are technically neutral events that don't directly affect company value, they often carry significant implications:

  • Historical data shows that companies executing reverse splits typically underperform the market by 50% in the following year, though this isn't universally true.
  • The reduced share count could impact trading liquidity, potentially leading to wider bid-ask spreads and increased volatility.
  • Institutional investors often view reverse splits skeptically, as they're frequently associated with struggling companies attempting to maintain exchange listings rather than addressing fundamental business challenges.

The cash settlement of fractional shares could force some smaller investors to partially liquidate their positions, potentially creating temporary selling pressure. Moreover, while the split helps address the immediate listing compliance issue, it doesn't resolve the underlying factors that led to the share price decline.

The timing of this action, with shareholder approval already secured and implementation set for February 24, suggests urgency in maintaining the Nasdaq listing. This compliance-driven move typically indicates that management views maintaining exchange listing as important for accessing capital markets and maintaining institutional investor interest.

BETHESDA, MD, Feb. 20, 2025 (GLOBE NEWSWIRE) -- HWH International Inc. (the “Company”) (NASDAQ: HWH), a purpose-driven lifestyle company, today announced a 1-for-5 reverse stock split of the Company’s common stock to become effective at 9:00 a.m. (Eastern Time) on February 24, 2025. The Company’s common stock is expected to begin trading on a split-adjusted basis when the markets open on February 24, 2025, under the existing trading symbol “HWH.”

The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. The new CUSIP number following the reverse stock split will be 44852G309.

As a result of the reverse stock split, every 5 shares of the Company’s common stock issued and outstanding or held by the Company as treasury stock will be automatically reclassified into one new share of common stock. The reverse stock split will not modify any rights or preferences of the shares of the Company’s common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s warrants. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of common stock or the par value of the common stock. The reverse stock split was approved by the majority of the Company’s stockholders by written consent and by the Company’s Board of Directors on January 16, 2025.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise have held a fractional share after giving effect to the reverse stock split will instead receive a cash payment in an amount equal to the fraction of a share of common stock to which the stockholder would have otherwise been entitled, multiplied by the closing price of the Company’s common stock as reported on The Nasdaq Stock Market on the date of the effectiveness of the reverse stock split.

Additional information about the reverse stock split can be found in the Company’s definitive information statement filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2025, which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at www.hwhintl.com.

About HWH International Inc.

HWH International Inc. is a purpose-driven lifestyle company encompassing differentiated offerings from four core pillars: Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder. The Company develops new pathways to help people in their pursuit of Health, Wealth and Happiness.

Forward Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

For investor and media inquiries, please contact:

HWH International Inc. 
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
301-971-3955
contact@hwhintl.com


FAQ

When will HWH International's 1-for-5 reverse stock split take effect?

The reverse stock split will become effective on February 24, 2025, at 9:00 a.m. Eastern Time.

What happens to fractional shares after HWH's reverse split?

Stockholders with fractional shares will receive cash payments based on the closing price of HWH stock on the effective date of the split.

Why is HWH International implementing a reverse stock split?

The primary reason is to maintain compliance with Nasdaq Capital Market's minimum bid price requirements for continued listing.

Will HWH's reverse split affect the number of authorized shares or par value?

No, the reverse stock split will not affect the number of authorized shares or the par value of the common stock.

What adjustments will be made to HWH's existing warrants?

Proportionate adjustments will be made to both the exercise prices and the number of shares underlying the company's warrants.
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