8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2025

MarketWise, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39405	87-1767914
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1125 N. Charles St.
	Baltimore, Maryland 21201
(Address of principal executive offices, including zip code)

(888) 261-2693

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act		Securities registered pursuant to Section 12(b) of the Act:
---	---	---
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	MKTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Non-Compliance with Minimum Bid Price

As previously disclosed in a Current Report on Form 8-K filed on September 30, 2024, MarketWise, Inc. (the “Company”) received a notice from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) that the bid price for the Company’s common stock had closed below $1.00 per share for 30 consecutive business days, and, as a result, did not comply with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until March 24, 2025, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock had to meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to March 24, 2025.

On March 25, 2025, the Company received a Staff determination letter stating that the Company had not regained compliance with the Bid Price Rule and that the Company’s common stock is subject to delisting from the Nasdaq Global Market.

On March 31, 2025, the Company timely submitted a hearing request to appeal the Staff’s determination to a Hearings Panel (the “Panel”). The Company’s hearing request stays the delisting of the Company’s common stock and the filing of the Form 25-NSE pending the Panel’s decision. The Company previously obtained shareholder approval of a reverse stock split of 1-for-20, which the Company intends to implement to regain compliance with the Bid Price Rule. There can be no assurance, however, that the Company will be able to regain or remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis or that the Panel will afford the Company additional time to achieve compliance.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 31, 2025, the Company filed an amendment (the “Amendment”) to its Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.0001, at a ratio of 1-for-20 (the “Reverse Stock Split”), with an effective time of 5:00 p.m. Eastern Time on April 2, 2025. The Company expects that upon the opening of trading on April 3, 2025, the Company’s Class A common stock will trade on the Nasdaq Global Market under the existing trading symbol “MKTW” on a split-adjusted basis under a new CUSIP number, 57064P206.

As previously disclosed, the stockholders of the Company approved the Reverse Stock Split at a special meeting held on March 20, 2025, subject to the discretion of the Board of Directors to abandon the Reverse Stock Split.

Fractional shares that would otherwise be issuable because of the Reverse Stock Split will be paid in cash, with reference to the closing price of the Company’s common stock on April 2, 2025 (adjusted to give effect to the Reverse Stock Split).

In connection with the Reverse Stock Split, proportionate adjustments will be made to (i) the per-share exercise prices and/or the number of shares of common stock issuable under all outstanding equity awards; and (ii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plan and employee stock purchase plan. Additionally, the number of shares of common stock authorized under the Company’s Certificate of Incorporation will be proportionately decreased. The number of authorized shares of preferred stock will remain unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On March 31, 2025, the Company issued a press release announcing that the Company will implement the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K (this “Form 8-K”) contains forward-looking statements. Such forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including those related to future compliance with the Bid Price Rule or Reverse Stock Split, which can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control, including risks related to the Company’s ability to maintain compliance with the Continued Listing Standards and other Nasdaq listing standards, the Company’s ability to regain compliance with the Bid Price Rule, the Company’s ability to successfully appeal any Staff determination to a hearing panel, if needed, the Company’s ability to take actions that may be required for its continued listing on Nasdaq, and other risks that may be included in the periodic reports and other filings that the Company files from time to time with the U.S. Securities and Exchange Commission. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Certificate of Incorporation of MarketWise, Inc.
99.1	Press Release dated as of March 31, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MarketWise, Inc.
Date: March 31, 2025	By:	/s/ Scott Forney
	Name:	Scott Forney
	Title:	General Counsel

Document

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

MARKETWISE, INC.

MarketWise, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: That the name of the Corporation is MarketWise, Inc. The date of filing of its original Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware was July 20, 2021.

SECOND: That this Certificate of Amendment has been approved and duly adopted by the Board of Directors of the Corporation and its stockholders in accordance with the provisions of Section 242 of the DGCL.

THIRD: That Article IV Section 4.1 of the Certificate of Incorporation is hereby amended by deleting the first paragraph in its entirety and replacing it with the following paragraphs:

“Section 4.1 Authorized Stock. The total number of shares of all classes of stock that the Corporation is authorized to issue is one hundred sixty-two million five hundred thousand (162,500,000), consisting of three classes of shares as follows:

(a) forty-seven million five hundred thousand (47,500,000) shares of Class A common stock, with a par value of $0.0001 per share (the “Class A Common Stock”);

(b) fifteen million (15,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the “Class B Common Stock”); and

(c) one hundred million (100,000,000) shares of preferred stock, with a par value of $0.0001 per share (the “Preferred Stock”).

Upon the effectiveness of the filing of this Certificate of Amendment (the “Split Effective Time”), (i) each twenty (20) shares of Class A Common Stock issued and outstanding or held by the Corporation in treasury stock immediately prior to the Split Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Class A Common Stock, and (ii) each twenty (20) shares of Class B Common Stock issued and outstanding or held by the Corporation in treasury stock immediately prior to the Split Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Class B Common Stock (collectively, the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Class A Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in

Doc. # DC-38130121

book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Class A Common Stock as reported on the Nasdaq as of the date of the Split Effective Time, by (b) the fraction of one (1) share owned by the stockholder. Stockholders who otherwise would be entitled to receive fractional shares of Class B Common Stock shall be entitled to automatic Redemption of their Common Units on a one-to-one (1:1) ratio in such number equal to the fractional shares of Class B Common Stock in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates.

Each certificate that immediately prior to the Split Effective Time represented shares of Class A Common Stock and Class B Common Stock (the “Old Certificates”) shall thereafter represent that number of shares of Class A Common Stock and Class B Common Stock, as applicable, into which the shares of Class A Common Stock or Class B Common Stock represented by such Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

FOURTH: That this Certificate of Amendment shall become effective at 5:00 p.m., Eastern Time, on April 2, 2025.

[Signature Page Follows]

IN WITNESS WHEREOF, this Certificate of Amendment has been signed on behalf of the Corporation by its duly authorized officer this 31st day of March, 2025.

MARKETWISE, INC.

By: /s/ Scott Forney

Name: Scott Forney

Title: General Counsel and Authorized Officer

3

Document

MarketWise Announces 1-for-20 Reverse Stock Split

BALTIMORE, March 31, 2025 (GLOBE NEWSWIRE) -- MarketWise, Inc. (NASDAQ: MKTW) (“MarketWise” or “the Company”), a leading multi-brand digital subscription services platform that provides premium financial research, software, education, and tools for self-directed investors, announced that it will effect a 1-for-20 reverse stock split of its common stock, par value $0.0001 per share, effective at 5:00 p.m. Eastern Time on April 2, 2025. The Company’s Class A common stock will begin trading on a reverse-split-adjusted basis when the markets open on April 3, 2025. The Company’s Class A common stock will continue to trade on the Nasdaq Global Market under the symbol "MKTW." The new CUSIP number for the Company’s Class A common stock following the reverse stock split will be 57064P206.

The Company’s stockholders approved the reverse stock split at a special meeting held on March 20, 2025, subject to the discretion of the Board of Directors to abandon the reverse stock split.

Dr. David “Doc” Eifrig, Interim Chief Executive Officer, commented, “I am pleased that our stockholders overwhelmingly approved our proposal to effect a reverse stock split, which will bring our per share price into a range that is more commensurate with our current market capitalization. We believe the higher price per share will be more attractive to certain institutional investors, will enable us to meet the Nasdaq continued listing requirements, and will improve the overall market perception of our business. When coupled with our top line growth and improving margins, we believe a reverse stock split positions us well to continue to execute our strategic plan.”

When the reverse stock split becomes effective, every 20 shares of the Company’s issued and outstanding common stock will combine into one issued and outstanding share of common stock, without affecting the par value per share. The reverse stock split will reduce the Company’s issued and outstanding Class A common stock from approximately 49,487,262 shares1 to approximately 2,474,363 shares and the issued and outstanding Class B common stock from approximately 276,623,803 shares to approximately 13,831,190 shares.

Proportional adjustments will be made to (i) the per share exercise price and number of shares issuable upon the exercise of outstanding equity awards; and (ii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plan and employee stock purchase plan.

The number of shares of common stock authorized under the Company’s Certificate of Incorporation will also be proportionately decreased. The authorized Class A common stock will be reduced from 950,000,000 shares to 47,500,000 shares and the authorized Class B common stock from 300,000,000 shares to 15,000,000 shares. The number of authorized shares of preferred stock will remain unchanged.

Fractional shares that would otherwise be issuable because of the reverse stock split will be paid in cash, with reference to the closing price of the Company’s common stock on April 2, 2025 (adjusted to give effect to the reverse stock split), without interest. Stockholders whose shares are held in brokerage accounts should direct questions concerning the reverse stock split to their broker. Stockholders of record may direct questions to the Company’s transfer agent, Continental Stock Transfer & Trust, by telephone at (800) 509-5586 or via email at cstmail@continentalstock.com

The reverse stock split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its common stock on the Nasdaq Global Market, and to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Global Market requires, among other things, that a listed company’s common stock maintain a minimum bid price of at least $1.00 per share.

About MarketWise Founded with a mission to level the playing field for self-directed investors, today MarketWise is a leading multi-

1 Inclusive of 3,051,000 Sponsor Earnout Shares and 2,000,000 Management Earnout Shares that are considered contingently issuable shares. For more information, see Note 16 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

brand subscription services platform providing premium financial research, software, education, and tools for investors.

With more than 25 years of operating history, MarketWise serves a community of millions of free and paid Subscribers. MarketWise’s products are a trusted source for high-value financial research, education, actionable investment ideas, and investment software. MarketWise is a 100% digital, direct-to-customer company offering its research across a variety of platforms including mobile, desktops, and tablets. MarketWise has a proven, agile, and scalable platform and our vision is to become the leading financial solutions platform for self-directed investors.

Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s performance and ability to generate cash flow. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including those described in the “Risk Factors” section of the Company’s most recently filed periodic reports on Forms 10-K and 10-Q. The Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.

MarketWise Investor Relations Contact Information (800) 290-4113 Email: ir@marketwise.com

MarketWise Media Contact Email: media@marketwise.com