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Deals & Filings

Reverse splits pile up on the tape as Nasdaq's narrowed cure rules leave less room to maneuver

Onfolio cut its share count by 98% and SolarMax follows Thursday, but exchange rule changes have stripped away the second compliance period companies once relied on.
Reverse splits pile up on the tape as Nasdaq's narrowed cure rules leave less room to maneuver

The reverse-split calendar has thickened noticeably in the first half of August, and the filings behind it show companies racing a set of exchange rules that no longer forgive a second miss. StockTitan's split feed logged 1-for-30 at Beyond Meat, 1-for-15 at KIDZ AI and 1-for-12 at SolarMax Technology on August 11 alone, following 1-for-8 at MySize and 1-for-10 at BRC Inc. on August 10 and 1-for-6 at Brenmiller Energy earlier in the month.

Two of these filings are worth reading closely because they show the mechanics and the limits of the maneuver. Onfolio Holdings Inc. (Nasdaq: ONFO), which acquires and operates online businesses across marketing, education and e-commerce, announced a 1-for-50 reverse split on August 6 that took effect August 10. Per the company's release distributed by GlobeNewswire, the action reduced the share count from roughly 42 million to approximately 850,000 shares, with fractional entitlements rounded up to the nearest whole share and vStock Transfer acting as transfer agent. The stated purpose was to lift the closing bid price above $1.00 and regain compliance with Nasdaq Listing Rule 5550(a)(2).

The bid price, however, is not Onfolio's only problem. A separate 8-K summarized by StockTitan disclosed that on May 26, 2026, Nasdaq notified the company it had fallen out of compliance with Listing Rule 5550(b)(1), which requires minimum stockholders' equity of $2.5 million. Onfolio reported equity of $1,216,603 as of March 31, 2026, and the filing indicated the company also did not satisfy either of the alternative continued-listing standards — $35 million in market value of listed securities or $500,000 in net income from continuing operations. The company had 45 days, through July 10, 2026, to submit a remediation plan, with up to 180 days from the notice date to evidence compliance if the plan was accepted, and a hearings panel available if it was not.

SolarMax Technology Inc. (Nasdaq: SMXT), a California solar and renewable energy installer founded in 2008, is executing the same play on a different schedule. Its 1-for-12 reverse split takes effect at 12:01 a.m. Eastern on August 13, reducing shares outstanding from 56,906,572 to approximately 4,742,215, subject to fractional settlement, according to the company's GlobeNewswire announcement. Unlike Onfolio, SolarMax will pay cash for fractional shares based on the closing price on the effective date.

SolarMax's release is unusually candid about what the split does not solve. The company received a minimum bid price notice on March 3, 2026 and has until August 31, 2026 to record a closing price of at least $1.00 for ten consecutive business days. It received a second notice on June 22 concerning the $35 million minimum market value of listed securities standard, with a December 21, 2026 deadline, and the announcement states plainly that the reverse split does not address that requirement. Cutting the share count raises the per-share price arithmetically; it does not by itself change the aggregate market value the second rule measures.

That distinction is precisely what recent rule changes have made expensive. A summary published by law firm Hunton describes a Nasdaq rule approved in October 2024 that eliminated the Additional Compliance Period previously available to companies that cured a bid price deficiency but tripped a secondary standard — such as the minimum number of publicly held shares — in the process. Both problems must now be resolved inside a single initial compliance period. The same summary notes that companies are ineligible for any compliance period at all if they have completed one reverse split in the prior year or splits totaling a cumulative ratio of 250-to-1 or greater within two years; those companies receive a listing determination instead.

The NYSE moved in the same direction. Per Hunton, a January 2025 rule bars a reverse split that would drop a company below continued listing requirements, and companies that have executed one split within a year or cumulative splits of 200-to-1 or more within two years lose access to the cure period, with the exchange commencing suspension and delisting procedures immediately. Both exchanges also halt trading at 7:50 p.m. the evening before a split becomes effective, resuming the next morning.

For holders, the arithmetic of a deep split cuts in an uncomfortable direction on liquidity. An 850,000-share count of the kind Onfolio now carries is small enough that ordinary retail order sizes represent a meaningful fraction of daily turnover, which tends to widen bid-ask spreads and amplify percentage moves in both directions. Reverse splits also do not create capital: a company below a stockholders' equity minimum still needs equity, and raising it typically means issuing new shares into a market that has just been told the share count was too high. Investors in this tier should read the second and third deficiency notices, not only the split announcement — as SolarMax's own filing effectively advises.

This article is for general information only and is not investment advice. Figures are as reported by the cited sources at time of writing.

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