Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 4, 2023, we received written notice (the "Notice") from the Listing
Qualifications Department of the Nasdaq Stock Market, LLC ("Nasdaq") stating
that Nasdaq determined we were not in compliance with Nasdaq Listing
Rule 5260(a) due to our failure to hold an annual meeting of the shareholders
within the twelve months following our fiscal year ended December 31, 2021 (the
"Annual Meeting"). The Notice has no immediate effect on the listing of our
Class A common stock (symbol: HLBZ) or our warrants to purchase shares of Class
A common stock (symbol: HLBZW) on the Nasdaq Capital Market.
The Notice stated that the failure to hold the Annual Meeting served as an
additional basis for Nasdaq to consider delisting our securities on the Nasdaq
Capital Market in addition to the fact that the Nasdaq Hearings Panel (the
"Panel") would consider the lack of an Annual Meeting as a factor in rendering a
determination regarding our continued listing on The Nasdaq Capital Market. The
letter further stated that, pursuant to Nasdaq Listing Rule 5810(d), we should
present our views to the Panel with respect to the delinquency in holding our
Annual Meeting.
We intend to present our views to the Panel with respect to the additional
delinquency associated with the failure to timely hold the Annual Meeting, and
to (i) note that we are reviewing our procedures with respect to Annual Meetings
and (ii) request that the Panel grant an exception in order for us to hold the
Annual Meeting at a later date. Under applicable Nasdaq Listing Rule 5815, the
Panel has the discretion to grant an exception of up to 360 days following
January 1, 2023, in order for us to hold the Annual Meeting. We cannot assure
you, however, that the Panel will grant such an exception or grant our request
for continued listing.
Item 3.02 Unregistered Sale of Equity Securities
From December 29, 2022, to January 6, 2023, we issued 2,218,249 shares of Class
A common stock (the "Shares") to our chief executive officer upon the conversion
of portions of outstanding salary and bonuses due to him.
The above-described issuance has been determined to be exempt from registration
under the Securities Act of 1933 in reliance on Section 4(a)(2) of the
Securities Act.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit
Number Description of Document
104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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