noco-noco (NCNC) Delays Reverse Share Split

noco-noco Inc. (NASDAQ: NCNC) announces that it has sought an extension to effect its reverse stock split in order to comply with Nasdaq’s minimum bid price requirement, following a delay that prevented the reverse split from taking place, by the previously set deadline of November 1, 2024.

At the Extraordinary General Meeting (“EGM”) held on October 17, 2024, the Company’s shareholders approved a share consolidation (reverse stock split) and the adoption of an Amended Memorandum & Articles of Association (“MAA”), both intended to take effect immediately. However, due to the timing of the required filings, the reverse split was delayed. Specifically, the Company did not submit the Company Event Notification Form to Nasdaq five business days prior to the planned effective date. This delay arose because of the issuance of consideration shares to noco-tech, a wholly-owned subsidiary of 3DOM Alliance Inc., as part of the Company's broader compliance strategy regarding the shareholders' equity requirement. The transfer agent required more time than expected to process these updates to the shareholder register.

Due to this delay, the Company will need to postpone the effective date of the share consolidation. Under Cayman Islands law, changes such as share consolidation and amendments to the MAA require shareholder approval. As the Company was unable to implement the share consolidation on the previously approved date, it will seek shareholder ratification for the revised effective date at an upcoming EGM, anticipated on December 13, 2024, with the reverse stock split expected to be implemented approximately December 20, 2024.

In connection with its actions to comply with the $2.5 million minimum stockholders’ equity requirement in accordance with the Panel’s decision dated August 25, 2024, the Company closed the acquisition of separator production facilities from noco-tech Inc. for approximately $9 million, via a new issuance of 90,433,183 restricted ordinary shares of the Company at a reference price of $0.10 per share, with such shares to be issued as full and final consideration for the assets. The successful transaction closing has significantly improved the shareholder equity deficit position of $7.3 million as of June 30, 2024 (unaudited) to a positive position of $1.7 million.

The Company remains committed to regaining compliance with Nasdaq’s listing standards and will continue to update shareholders on further developments.

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