Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously reported, the Company was notified by The Nasdaq Stock Market, LLC
("Nasdaq") on May 25, 2022, that the bid price for the Company's Class A common
stock was not in compliance with the minimum bid price requirement of Nasdaq
Marketplace Rule 5450(a)(1) for continued listing (the "Minimum Bid Price
Requirement"). At that time, the Company had a period of 180 calendar days, or
until November 21, 2022, to regain compliance with the Minimum Bid Price
Requirement.
On November 22, 2022, the Company received a written letter (the "Extension
Notice") from Nasdaq notifying the Company that Nasdaq has granted the Company
an additional 180 calendar days, or until May 22, 2023 (the "Extension Period"),
to regain compliance with the Minimum Bid Price Requirement. In addition, on
November 16, 2022, Nasdaq notified the Company that it had approved the
Company's application to transfer its listing from Nasdaq's Global Market tier
to the Capital Market tier, which was a prerequisite to obtaining the Extension
Period. This transfer was effective at the opening of business on Friday,
November 18, 2022.
The Extension Notice has no immediate effect on the continued listing status of
the Company's Class A common stock on The Nasdaq Global Market, and the
Company's Class A common stock remains listed on The Nasdaq Global Market. To
regain compliance, the closing bid price of the Company's Class A common stock
must be at least $1.00 per share for a minimum of 10 consecutive business days
prior to May 22, 2023.
On November 17, 2022, the Company effected a reverse stock split that resulted
in the Class A common stock trading above $1.00 per share. If at any time before
May 22, 2023, the bid price of the Company's Class A common stock closes at or
above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will
provide written notification that the Company has achieved compliance with the
rule. If compliance with the rule cannot be demonstrated by May 22, 2023, Nasdaq
will provide written notification that the Company's Class A common stock will
be delisted. At that time, the Company may appeal Nasdaq's determination to a
Hearings Panel.
The Company will continue to monitor the bid price for its Class A common stock
and consider various options available to it if its Class A common stock does
not continue to trade at a level that is likely to regain compliance. There can
be no assurance that the Company will regain compliance with the Minimum Bid
Price Requirement or maintain compliance with any of the other Nasdaq continued
listing requirements.
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