Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
(a) On January 8, 2020, Image Sensing Systems, Inc. (the "Company") announced
the formation of a Special committee to conduct a comprehensive review of
strategic alternatives to maximize shareholder value. The Special Committee
anticipated discussing the results of this evaluation at the Company's annual
shareholder meeting usually held in May. With the onset of the COVID-19
pandemic in March 2020 and the resulting market conditions, the review was
delayed. Ultimately, the Board of Directors terminated this review in October
2020, which did not allow sufficient time for the Company to prepare and conduct
a shareholders meeting during 2020.
On January 5, 2021, the Company received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market ("Nasdaq"), notifying the
Company that it has not held an annual meeting of shareholders within twelve
months of the end of the Company's fiscal year end, December 31, 2019. As a
result, the Company does not comply with Nasdaq Listing Rule 5620(a) (the
"Annual Meeting Rule"). The letter is only a notice of deficiency, not of
imminent delisting, and it has no current effect on the listing or trading of
the Company's securities on Nasdaq.
The letter states that, under Nasdaq rules, the Company must submit a plan to
regain compliance with the Annual Meeting Rule to Nasdaq within 45 calendar
days, which is on or before February 19, 2021. The Company intends to submit a
plan to Nasdaq on or before February 19, 2021 to set a date for an annual
meeting of shareholders to be held on or before May 2021 to regain compliance
with the Annual Meeting Rule within the required timeframe. The letter provides
that if Nasdaq accepts the Company's plan, Nasdaq can grant an exception of up
to 180 calendar days from December 31, 2020, or until June 29, 2021, to regain
compliance with the Annual Meeting Rule. If Nasdaq does not accept the
Company's plan, the Company will have the opportunity to appeal the decision in
front of a Nasdaq Hearings Panel.
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IMAGENSING SYSTEMS 
