Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 21, 2020, Nine Energy Service, Inc. (the "Company") was notified by the
New York Stock Exchange (the "NYSE") that the average closing price of the
Company's shares of common stock, par value $0.01 per share (the "Common
Stock"), had fallen below $1.00 per share over a period of 30 consecutive
trading days, which is the minimum average closing price required to maintain
continued listing on the NYSE under Section 802.01C of the NYSE Listed Company
Under the NYSE's rules, the Company has a period of six months following the
receipt of the notice to regain compliance with the minimum share price
requirement. To regain compliance, on the last trading day in any calendar month
during the cure period, the Common Stock must have (i) a closing price of at
least $1.00 per share and (ii) an average closing price of at least $1.00 per
share over the 30 trading day period ending on the last trading day of such
The Company intends to consider all available options to cure the deficiency and
The notice has no immediate impact on the listing of the Common Stock, which
will continue to be listed and traded on the NYSE during this period, subject to
the Company's compliance with the other listing requirements of the NYSE. The
Common Stock will continue to trade under the symbol "NINE", but will have an
added designation of ".BC" to indicate that the Company currently is not in
compliance with the NYSE's continued listing requirements. If the Company is
unable to regain compliance, the NYSE will initiate procedures to suspend and
delist the Common Stock.
The notice does not affect the Company's ongoing business operations or its
reporting requirements with the Securities and Exchange Commission.
If the Common Stock ultimately were to be delisted for any reason, it could
negatively impact the Company by (i) reducing the liquidity and market price of
the Company's Common Stock; (ii) reducing the number of investors willing to
hold or acquire the Common Stock, which could negatively impact the Company's
ability to raise equity financing; (iii) limiting the Company's ability to use a
registration statement to offer and sell freely tradable securities, thereby
preventing the Company from accessing the public capital markets; and
(iv) impairing the Company's ability to provide equity incentives to its
Item 7.01 Regulation FD Disclosure.
On April 22, 2020, the Company issued a press release with respect to the
receipt of the notice of noncompliance from the NYSE. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated by reference
The information in this Item 7.01 (including the exhibit) shall not be deemed to
be "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, and is not incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated April 22, 2020, titled "Nine Energy Service
Receives Notice from NYSE Regarding Continued Listing Requirements".
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