CREV News & Events

Carbon Revolution provided an update on its efforts to execute and complete a strategic transaction with one or more potential counterparties or to obtain additional funding. The Company is currently in advanced discussions with its secured lenders regarding a transaction that would result in certain secured lenders converting their debt into equity securities of the Company and / or its wholly-owned subsidiary, Carbon Revolution, which are expected to constitute all or a substantial majority of the outstanding equity securities. Such a transaction is expected to materially and substantially impair the value of the Company's outstanding ordinary shares. The execution of definitive documentation for such transaction and its implementation is subject to continued intercreditor negotiations and finalization of the timing and satisfaction of certain conditions. The Company expects to announce the terms of such transaction with an anticipated timetable for its implementation, and the impact of such transaction on the Company's stakeholders, within the next several weeks.

Carbon Revolution received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that the Nasdaq Hearing Panel has decided to deny the Company's request for continued listing on Nasdaq, based upon the Company's non-compliance with Listing Rule 5550(b), Nasdaq's minimum shareholders' equity rule and the Company's non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company's failure to file its Annual Report on Form 20-F for the period ended June 30, 2025, as well as the Company's inability to include certain information and documentation demonstrating an ability to complete a strategic transaction by May 5, 2026 in its update provided to the Panel by January 30, 2026 in connection with its plan for regaining compliance with the Equity Rule and the Filing Requirement. The Company does not intend to appeal the Staff's decision, and as a result Nasdaq will suspend trading in the Company's securities effective at the open of business on February 9, 2026. Additionally, on February 3, 2026, the Company received a notification letter from the Staff indicating that for the last 30 consecutive business days, or from November 13, 2025 to February 3, 2026, the Company's Market Value of Publicly Held Shares was below the minimum MVPHS required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(1)(C). Although such deficiency results in an automatic 180 calendar day period in which to regain compliance, such opportunity to cure is rendered moot by the delisting determination and resulting suspension from trading.

Carbon Revolution reached agreement with Orion Infrastructure Capital to provide a further up to $7M of funding. The Company also reports the cancellation of two electric vehicle wheel programs, which is consistent with the weakening of demand across the broader EV market. Of the up to $7M of OIC funding, $5M was released on October 31, 2025, in exchange for the issuance of additional senior secured notes. The notes will have substantially the same terms as the Company's existing senior secured notes outstanding. In connection with this funding tranche, the Company will also issue to OIC penny warrants to purchase an aggregate number of shares equal to 5.0% of the Company's shares outstanding. The release of the second $2M tranche of funding is subject to the agreement of both parties, with funding to occur on a date no earlier than March 31, 2026. As part of this funding, both OIC and the holders of Existing Notes have agreed to partial payment in kind, in lieu of cash, for certain interest payments until July 2026 and a further deferral of the commencement of principal repayments to January 2027. As previously disclosed in the Company's release of July 25, 2025, the Company has a number of new programs entering, or expected to enter, production in the near-term, however, as a result of a decline in the volume of wheels ordered or projected to be ordered by certain customers, the Company revised its revenue forecasts downward and slowed its initial short-term expansion plans. The Company has continued to experience lower than expected demand for certain programs, especially those tied to the EV space. The weakening of the broader EV market has led to the early cancellation of two programs by a customer, which the Company had initially expected to contribute substantial wheel volumes. The Company is pursuing claims in relation to these cancelled programs. In addition, as disclosed in the Company's release of June 3, 2025, the Company is currently not in compliance with certain Nasdaq continued listing requirements. The Company has submitted a plan of compliance to Nasdaq where it has sought an extension in accordance with its plan and is waiting for Nasdaq's determination. However, even if such plan is accepted, the Nasdaq staff only has the discretion to grant an exception for regaining compliance until November 26, 2025. Notwithstanding the additional $5M of OIC funding the Company expects that it may need to obtain additional funding in the short term and is actively seeking other strategic alternatives to be completed within this fiscal year.

Carbon Revolution announced that the company has received a notification letter from the Nasdaq indicating that the company is not in compliance with Nasdaq Listing Rule 5250(c)(2) due to the company's failure to file interim financial information for the six-month period ended December 31, 2024 on Form 6-K.