Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 5, 2023, Ainos, Inc. (the "Company") received a deficiency letter
from the Nasdaq Listing Qualifications Department (the "Staff") of The Nasdaq
Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30
consecutive business days, the closing bid price for the Company's common stock
has been below the minimum $1.00 per share required for continued listing on The
Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum
Bid Price Requirement"). The Nasdaq deficiency letter has no immediate effect on
the listing of the Company's common stock, and its common stock will continue to
trade on The Nasdaq Capital Market under the symbol "AIMD" at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given
180 calendar days, or until July 5, 2023, to regain compliance with the Minimum
Bid Price Requirement. If at any time before July 5, 2023, the bid price of the
Company's common stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, the Staff will provide written confirmation that the
Company has achieved compliance.
If the Company does not regain compliance with the Minimum Bid Price Requirement
by July 5, 2023, the Company may be afforded a second 180 calendar day period to
regain compliance. To qualify, the Company would be required to meet the
continued listing requirement for market value of publicly held shares and all
other initial listing standards for The Nasdaq Capital Market, except for the
Minimum Bid Price Requirement. In addition, the Company would be required to
notify Nasdaq of its intent to cure the deficiency during the second compliance
period. If the Company meets these requirements, Nasdaq will inform the Company
that it has been granted an additional 180 calendar days. However, if it
appears to Staff that the Company will not be able to cure the deficiency, or if
the Company is otherwise not eligible, Nasdaq will provide notice that the
Company's securities are subject to delisting.
The Company intends to monitor the closing bid price of its common stock and
may, if appropriate, consider available options to regain compliance with the
Minimum Bid Price Requirement. However, there can be no assurance that the
Company will be able to regain compliance with the Minimum Bid Price Requirement
or will otherwise be in compliance with other Nasdaq Listing Rules.
Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as amended, and as
defined in the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements that
express the Company's intentions, beliefs, expectations, strategies, predictions
or any other statements related to the Company's future activities, or future
events or conditions, which can be identified by terminology such as "may,"
"will," "expects," "anticipates," "aims," "potential," "future," "intends,"
"plans," believes," "estimates," "continue," "likely to," and other similar
expressions intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These statements are
not historical facts and are based on current expectations, estimates and
projections about the Company's business based, in part, on assumptions made by
its management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict, many
of which are beyond the Company's control, including, among other things, the
Company's ability to maintain its listing of Common Stock on The Nasdaq Capital
Market, which may cause the Company's actual results, performance and
achievements to differ materially from those contained in any forward-looking
statement. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks that may be included in the periodic
reports and other filings that the Company files from time to time with the SEC.
Any forward-looking statements speak only as of the date on which they are made,
and the Company undertakes no obligation to update any forward-looking statement
to reflect events or circumstances after the date of this Form 8-K, except as
required by applicable law.
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