Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 18, 2023, AppHarvest, Inc. (the "Company") received a deficiency letter
(the "Letter") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company
that, for the last 30 consecutive business days prior to the date of the Letter,
the closing bid price for the Company's common stock, par value $0.0001 per
share (the "Common Stock"), was below $1.00 per share, which is the minimum
closing bid price required for continued listing on the Nasdaq Global Select
Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid
Requirement"). The Letter is a notice of deficiency, not delisting, and has no
immediate effect on the listing of the Common Stock, and the Common Stock will
continue to trade on the Nasdaq Global Select Market under the symbol "APPH" at
this time, subject to the Company's compliance with the other Nasdaq listing
requirements.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a
grace period of 180 calendar days, or until October 16, 2023, to meet the
Minimum Bid Requirement. If at any time during the 180-calendar day grace
period, the closing bid price of the Common Stock is at least $1.00 per share
for a minimum of ten consecutive business days (unless the Nasdaq staff
exercises its discretion to extend this ten business day period pursuant to
Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company written
confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance with the Minimum Bid
Requirement by October 16, 2023, the end of the 180-calendar day grace period,
the Company may be eligible for an additional 180-calendar day grace period if
it applies to transfer the listing of the Common Stock to the Nasdaq Global
Market. To qualify, the Company must meet the continued listing requirement for
the applicable market value of publicly held shares requirement and all other
applicable initial listing standards for the Nasdaq Global Market, with the
exception of the Minimum Bid Requirement, based on the Company's most recent
public filings and market information and provide written notice of its
intention to cure the minimum bid price deficiency during the second compliance
period by effecting a reverse stock split, if necessary. If the Nasdaq staff
determines that the Company will not be able to cure the deficiency, or if the
Company is otherwise not eligible for such additional compliance period, Nasdaq
will provide notice that the Common Stock will be subject to delisting. The
Company would have the right to appeal a determination to delist the Common
Stock, and the Common Stock would remain listed on the Nasdaq Global Select
Market until the completion of the appeal process.
The Company intends to actively monitor the closing bid price for the Common
Stock and will consider available options to resolve the deficiency and regain
compliance with the Minimum Bid Requirement. As part of the Company's plan to
regain compliance with the Minimum Bid Requirement, the Company has filed
preliminary proxy materials on April 18, 2023 which, among other matters,
request that our stockholders vote to approve a series of alternate amendments
to the Company's Certificate of Incorporation to effect, at the option of the
board of directors, a reverse stock split of the Common Stock at a reverse stock
split ratio ranging from one-for-ten (1:10) to one-for-twenty (1:20), inclusive
(the "Reverse Split"), with the effectiveness or abandonment of such amendment
to be determined by the board of directors prior to the date of the 2024 Annual
Meeting of Stockholders (the "Reverse Split Proposal"). However, there can be no
assurance that the Company's stockholders will approve the Reverse Stock Split
or that the Reverse Split will increase the share price of our Common Stock at
or above the required $1.00 per share, initially or in the future, or for any
certain number of days. Further, there can be no assurance that, even if the
Company regains compliance with the Minimum Bid Requirement by this action, it
will occur in sufficient time to satisfy Nasdaq or that Nasdaq will ultimately
grant the Company's request for continued listing. While the Company plans to
review all available options, there can be no assurance that it will be able to
regain compliance with the applicable rules during the 180-calendar day
compliance period, any subsequent extension period, or at all, or that the
Company will otherwise remain in compliance with the other listing standards for
the Nasdaq Global Select Market.
Forward-Looking Statements
Certain statements included in this Form 8-K that are not historical facts are
forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. All statements, other than statements of
present or historical fact included in this Form 8-K, regarding the Company's
intent or ability to regain compliance with the Minimum Bid Requirement,
including initiating the Reverse Split Proposal, Nasdaq granting the Company any
relief from delisting as necessary, and whether the Company can ultimately meet
applicable Nasdaq requirements for any such relief are forward looking
statements. These statements are based on various assumptions, whether or not
identified in this Form 8-K, and on the current expectations of the Company's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on as, a guarantee, an assurance, a prediction,
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of the
Company. These forward-looking statements are subject to a number of risks and
uncertainties, including those discussed in the Company's Annual Report on Form
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10-K filed with the SEC on March 15, 2023, under the heading "Risk Factors," and
other documents the Company has filed, or that the Company will file, with the
SEC. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. In addition, forward-looking statements reflect the
Company's expectations, plans, or forecasts of future events and views as of the
date of this Form 8-K. The Company anticipates that subsequent events and
developments will cause its assessments to change. However, while the Company
may elect to update these forward-looking statements at some point in the
future, the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's assessments of any date subsequent to the date of this Form 8-K.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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