Newegg Commerce, Inc 6-K, filed Mar 14, 2025
Newegg Commerce, Inc. (NEGG)
About this 6-K
Newegg Commerce, Inc filed this 6-K on March 14, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-34661
Newegg Commerce, Inc.
(Translation of registrant’s name in English)
21688 Gateway Center Drive, Suite 300
Diamond Bar, CA 91765
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Other Events
Share Combination
On March 12, 2025, the board of directors of Newegg Commerce, Inc. (the “Company,” “we,” “our,” or “us”) approved a twenty-to-one share combination (commonly referred to as a reverse stock split) of the Company’s common shares, par value $0.021848 per share (the “Common Shares”). As a result of the share combination, the par value of the Common Shares will be proportionately increased to $0.43696 per share. The share combination was also approved by written consent of the controlling shareholders of the Company.
The Company expects the share combination to become effective on or around April 7, 2025, and for the Common Shares to begin trading on a combined basis on the Nasdaq Capital Market at that time. The combined Common Shares will retain the “NEGG” trading symbol, but will be assigned a new CUSIP number following the share combination.
The number of shares available for future grant under the Company’s equity incentive plans and the number of outstanding awards, the exercise price per share of outstanding stock options, warrants and restricted stock units and other terms of outstanding awards issued will be proportionately adjusted to reflect the share combination.
A copy of the Company’s press release announcing the share combination is attached hereto as Exhibit 99.1.
INDEX TO EXHIBITS
| Exhibit Number |
Exhibit Title | |
| 99.1 | Press Release, dated March 14, 2025 |
1
SIGNATURES
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, thereunto duly authorized.
| Newegg Commerce, Inc. | ||
| March 14, 2025 | By: | /s/ Christina Ching |
| Christina Ching | ||
| Interim Chief Financial Officer | ||
2
Exhibit 99.1
Newegg Announces Upcoming Share Combination
DIAMOND BAR, Calif., March 14, 2025 – Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company”), a global leader in e-commerce for technology products, today announced that its board of directors approved a twenty-to-one share combination (commonly referred to as a reverse stock split) of its common shares. The share combination was also approved by the controlling shareholders of the Company by written consent. The Company expects the share combination to become effective on or around April 7, 2025, at which time the Company’s common shares will begin trading on a combined basis. The Company’s common shares will trade under a new CUSIP number but will continue to trade on the Nasdaq Capital Market under the symbol “NEGG.” The share combination is intended to enable the Company to continue to meet minimum Nasdaq listing price per share requirements and will affect all shareholders proportionately. The share combination will not alter any shareholder’s percentage interest in the Company, except for fractional shares created by the share combination, which will be exchanged for cash.
The Company’s transfer agent, Computershare Inc. (“Computershare”), is expected to act as the exchange and paying agent for the share combination. Registered holders are encouraged to contact Computershare and beneficial holders are encouraged to contact their bank, broker or other nominee with any questions.
About Newegg
Newegg Commerce, Inc. (NASDAQ: NEGG), founded in 2001 and based in Diamond Bar, Calif., near Los Angeles, is a leading global online retailer for PC hardware, consumer electronics, gaming peripherals, home appliances, automotive and lifestyle technology. Newegg also serves businesses’ e-commerce needs with marketing, supply chain, and technical solutions in a single platform. For more information, please visit Newegg.com.
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Cautionary Statement Concerning Forward-Looking Statements
This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “intends,” “expects,” “plans,” “upcoming,” and certain other statements about the future may be deemed forward-looking statements. All statements, other than statements of historical facts included in this press release, including statements concerning the timing of implementation of the share combination, and the Company’s intentions and expected benefits associated therewith, are forward-looking statements. Although Newegg believes that the expectations reflected in such forward-looking statements are reasonable at the time given, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These risks and uncertainties include changes in global economic and geopolitical conditions, fluctuations in customer demand and spending, inflation, interest rates and global supply chain constraints. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company’s SEC filings are available at http://www.sec.gov.
Contact
Newegg Commerce, Inc.:
Investor Relations
ir@newegg.com