LanzaTech Announces Reverse Stock Split as Part of Nasdaq Compliance Plan

Rhea-AI Summary

LanzaTech (NASDAQ: LNZA), a carbon capture and transformation company, has announced a 1-for-100 reverse stock split effective August 18, 2025, at 5:00 p.m. Eastern Time. The company will simultaneously decrease its common stock par value from $0.0001 to $0.0000001 per share and adjust its authorized shares.

The primary goal is to regain compliance with Nasdaq Capital Market's minimum bid price requirement. Trading on a post-split basis will begin on August 19, 2025, under the same symbol "LNZA" but with a new CUSIP number (51655R200). Fractional shares will be rounded up to the nearest whole share, and proportionate adjustments will be made to equity awards and warrants.

Positive

• Potential to regain Nasdaq compliance through reverse split
• No action required from shareholders holding electronic shares
• Fractional shares will be rounded up, benefiting shareholders

Negative

• Significant 1-for-100 share consolidation indicates severe price decline
• Reverse split suggests underlying business challenges
• Risk of continued price decline even after the split

Insights

Financial Restructuring Specialist

LanzaTech's 1-for-100 reverse split signals serious financial distress and dilution risk while attempting to maintain Nasdaq listing.

LanzaTech's announcement of a 1-for-100 reverse stock split is a concerning development that signals significant underlying financial challenges. This is an unusually large ratio for a reverse split, far exceeding the more common 1-for-5 or 1-for-10 ratios typically seen in market corrections. The extreme nature of this split strongly suggests the stock has experienced a dramatic price decline, likely trading well below $1 for an extended period.

The company is simultaneously implementing a massive authorized share increase from 600 million to 2.58 billion shares pre-split (which becomes 25.8 million authorized shares post-split). This combination of actions creates a troubling scenario: while the reverse split artificially inflates the stock price, the authorized share increase provides capacity for significant future dilution. This pattern often precedes additional capital raises that further devalue existing shareholders' stakes.

Most concerning is that this restructuring addresses only the symptom (low share price) rather than the fundamental business challenges causing it. Reverse splits rarely resolve underlying operational issues and frequently lead to continued share price erosion after implementation. The market typically interprets such extreme measures as a red flag, often resulting in additional selling pressure once the split takes effect on August 19th. Existing shareholders will likely face not only a technical adjustment in their holdings but potentially further real-value deterioration if the company needs additional financing in the near term.

CHICAGO, Aug. 15, 2025 (GLOBE NEWSWIRE) -- LanzaTech Global, Inc. (“LanzaTech” or the “Company”) (NASDAQ: LNZA), a leading carbon capture and transformation company, today announced that it will implement a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock (the “Common Stock”), effective August 18, 2025 at 5:00 p.m. Eastern Time. Immediately prior to effecting the Reverse Stock Split, LanzaTech will decrease the par value of the Common Stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of Common Stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”). At the effective time of the Reverse Stock Split, the number of authorized shares of Common Stock will be proportionately decreased to 25,800,000. The Reverse Stock Split, Par Value Change, and Authorized Share Increase were approved by stockholders at LanzaTech's 2025 Annual Meeting of Stockholders held on July 28, 2025.

The primary objective of the Reverse Stock Split is to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

LanzaTech expects its Common Stock will begin trading on a post-split basis at market open on August 19, 2025, and continue to be traded under the symbol “LNZA” with the new CUSIP number 51655R200. Upon effectiveness of the Reverse Stock Split, every 100 shares of issued and outstanding Common Stock will be automatically reclassified and combined into 1 share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and warrants. With respect to the Company’s public warrants, every 100 shares of Common Stock that may be purchased pursuant to the exercise of warrants prior to the effective time represent one share of Common Stock that may be purchased pursuant to such warrants following the effective time. The exercise price for each warrant following the effective time equals the product of one hundred multiplied by the exercise price prior to the effective time. The CUSIP number for the Company’s public warrants will not change.

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

The Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as the exchange agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders that hold shares of Common Stock with a broker, bank or other holder of record, should contact their holder of record with any questions in this regard.

About LanzaTech

LanzaTech Global, Inc. (NASDAQ: LNZA) is the carbon recycling company transforming waste carbon into sustainable fuels, chemicals, materials, and protein. Using its biorecycling technology, LanzaTech captures carbon generated by energy-intensive industries at the source, preventing it from being emitted into the air. LanzaTech then gives that captured carbon a new life as a clean replacement for virgin fossil carbon in everything from household cleaners and clothing fibers to packaging and fuels. For more information about LanzaTech, please visit https://lanzatech.com.

Forward-looking Statements

This press release includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, the Company’s management. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including the Company's ability to continue to operate as a going concern. The Company may be adversely affected by other economic, business, or competitive factors, and other risks and uncertainties, including those described under the header “Risk Factors” in its Form 10-K for the year ended December 31, 2024, its Form 10-Q for the quarter ended March 31, 2025 and in future SEC filings. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact
Omar El-Sharkawy
Investor.Relations@lanzatech.com

FAQ

What is the ratio of LanzaTech's (LNZA) reverse stock split announced for August 2025?

LanzaTech announced a 1-for-100 reverse stock split, meaning every 100 shares will be automatically combined into 1 share, effective August 18, 2025.

Why is LanzaTech (LNZA) implementing a reverse stock split in 2025?

The primary objective is to regain compliance with Nasdaq Capital Market's minimum bid price requirement for continued listing.

When will LNZA's reverse stock split take effect?

The reverse stock split will be effective on August 18, 2025, at 5:00 p.m. Eastern Time, with post-split trading beginning on August 19, 2025.

What happens to fractional shares in LanzaTech's 2025 reverse split?

Fractional shares resulting from the reverse split will be rounded up to the nearest whole share at the registered holder and participant level.

How will LanzaTech's reverse split affect existing shareholders?

The split will not alter stockholders' percentage interest in the company (except for fractional share rounding), but will consolidate every 100 shares into 1 share.