SOS Limited Announces Termination of Deposit Agreement, Concurrent Changes to Share Capital and Direct Listing of Ordinary Shares

Rhea-AI Summary

SOS Limited (NYSE: SOS) has announced significant changes to its share structure and trading format. The company will terminate its American Depositary Shares (ADS) program effective September 8, 2025, and implement a 150-for-1 share consolidation of its ordinary shares.

Following shareholder approval on August 11, 2025, the consolidation will adjust the par value from US$0.005 to US$0.75 for both Class A and Class B Ordinary Shares. ADS holders will receive one Ordinary Share for each ADS cancelled through a Mandatory Exchange. After these changes, SOS's Ordinary Shares will trade directly on the NYSE under the same "SOS" symbol.

Positive

• Direct listing on NYSE may reduce administrative costs and complexity
• Share consolidation could help maintain NYSE listing requirements
• Simplified trading structure for international investors

Negative

• 150-for-1 share consolidation indicates significant share price concerns
• Potential trading disruption during transition period
• Additional administrative burden for current ADS holders

Insights

Corporate Finance Specialist

SOS Limited is restructuring its share capital by terminating ADSs and implementing a 150:1 reverse split, maintaining NYSE listing with simplified structure.

SOS Limited is executing a significant capital restructuring by terminating its American Depositary Shares (ADSs) program effective September 8, 2025. This move is coupled with a substantial 150-for-1 share consolidation (reverse split) that will increase the par value of shares from $0.005 to $0.75. Following shareholder approval at their August 11 extraordinary meeting, the company will transition from the ADS structure to directly listed ordinary shares on the NYSE, maintaining the same "SOS" ticker symbol.

This transition simplifies SOS's capital structure by eliminating the intermediary layer of ADSs. Current ADS holders will receive one ordinary share for each ADS they hold through an automatic mandatory exchange. The consolidation will dramatically reduce the number of outstanding shares while proportionally increasing their value, which typically helps companies maintain listing requirements and potentially attract certain institutional investors who avoid low-priced stocks.

For investors, this change removes the administrative costs associated with the depositary program and streamlines share ownership. While the economic interest of shareholders remains theoretically unchanged (as the 150:1 consolidation applies equally to all shares), reverse splits are often implemented by companies facing financial challenges or low share prices. Without specific financial details provided, this restructuring suggests SOS is taking significant steps to reshape its market presence and possibly address underlying valuation concerns.

QINGDAO, China, Aug. 28, 2025 /PRNewswire/ -- SOS Limited (NYSE: SOS) ("the Company" or "SOS") today announced its plan to terminate the amended and restated Deposit Agreement dated May 4, 2017, as amended, by and among the Company, Citibank, N.A. (the "Depositary"), and the holders of American depositary shares (the "ADSs") from time to time, effective September 8, 2025 (the "Termination").

In connection with the Termination, the Company held an extraordinary general meeting of shareholders on August 11, 2025 at which its shareholders approved an increase to the Company's authorized share capital, as well as a 150-for-1 share consolidation of its ordinary shares, such that each and every 150 issued and unissued Class A and Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company be consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75, respectively.

The Depositary of the Company's American depositary receipts (the "ADRs") will distribute to all holders and beneficial owners of the Company's ADRs an updated notification regarding the termination of the ADR facility for the Company's ADSs pursuant to the Deposit Agreement. The new effective date of the termination of the Deposit Agreement will be September 8, 2025 (the "Effective Date"). On the Effective Date (with the Share Consolidation being effective), holders of ADSs will have their ADSs automatically cancelled and will be entitled to receive the corresponding underlying Class A ordinary shares, par value $0.75 per share ("Ordinary Shares"), at a rate of one (1) Ordinary Share for each ADS cancelled (the "Mandatory Exchange").

Following the Mandatory Exchange, the Ordinary Shares are anticipated to trade directly on the New York Stock Exchange under the current trading symbol "SOS".

Safe Harbor Statement

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. SOS may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about SOS' beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and SOS does not undertake any obligation to update such information, except as required under applicable law.

About SOS Limited

SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security and insurance in the future. Since April 2021, we launched commodity trading via our subsidiary SOS International Trading Co. Ltd and Weigou International Trading Co Ltd. Major trading commodity includes mineral resin, soybean, wheat, sesame, liquid sulfur, petrol coke and latex etc. For more information, please visit: http://www.sosyun.com/. 

 

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SOURCE SOS Ltd.

FAQ

What is SOS Limited's share consolidation ratio announced for 2025?

SOS Limited announced a 150-for-1 share consolidation, where every 150 Class A and Class B Ordinary Shares will be consolidated into 1 share of each class, with par value increasing from US$0.005 to US$0.75.

When will SOS Limited terminate its ADS program in 2025?

SOS Limited will terminate its ADS program on September 8, 2025, after which the ordinary shares will trade directly on the NYSE.

What will happen to SOS ADS holders after the termination?

ADS holders will have their ADSs automatically cancelled and receive one Ordinary Share for each ADS through a Mandatory Exchange.

Will SOS stock continue trading on NYSE after the ADS termination?

Yes, SOS's Ordinary Shares will continue trading directly on the NYSE under the same symbol 'SOS' following the termination of the ADS program.

What was the par value change for SOS shares announced in 2025?

The par value will increase from US$0.005 to US$0.75 per share for both Class A and Class B Ordinary Shares as part of the consolidation.