Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
This Amendment No. 1 to the Current Report on Form 8-K/A is being filed to
amend, restate and replace the disclosure included in the Current Report on Form
8-K filed by Hyperfine, Inc. (the "Company") with the Securities and Exchange
Commission on November 14, 2022 in which the Company reported it had notified
The Nasdaq Stock Market LLC ("Nasdaq") it was not in compliance with the
Majority Independent Board requirement set forth in Nasdaq Listing Rule
5605(b)(1). Nasdaq responded to the Company's notice with a notice of
non-compliance on November 7, 2022. However, the Company's notice to Nasdaq was
in error. As previously disclosed, the Company is relying on the controlled
company exemption in Nasdaq Listing Rule 5615(c), which exempts controlled
companies (defined as a company of which more than 50% of the voting power for
the election of directors is held by an individual, a group, or another company)
from the requirements of certain corporate governance rules, including Nasdaq's
Majority Independent Board requirement. Nasdaq has been informed that the
Company is a "controlled company" and has withdrawn its notice.
Despite the Company's reliance on the controlled company exemption described
above, the Company currently plans to identify, recruit, and ultimately appoint
an independent director whose qualifications and experience are in the best
interests of the Company and consistent with the needs of the Company's board of
directors.
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