Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
As previously disclosed, NantHealth, Inc. (the "Company") received a deficiency
letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC
("Nasdaq") on October 31, 2022, stating that the Company was not in compliance
with the minimum $15,000,000 market value of publicly held shares requirement
for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq
Listing Rule 5450(b)(2)(C) (the "Public Float Requirement"). In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded a period of 180
calendar days, or until May 1, 2023 (the "Compliance Period"), to regain
compliance with the Public Float Requirement.
On May 2, 2023, the Company received written notice (the "Notice") from Nasdaq
stating that the Company has not complied with the Public Float Requirement
prior to the expiration of the Compliance Period. The Notice indicated that
Company's common stock would be suspended from trading on Nasdaq on May 11,
2023. The Company may appeal the Staff's determination to a Hearings Panel (the
"Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800
Series, by requesting a hearing before the Panel by 4:00 p.m. Eastern Time on
May 9, 2023. The Company intends to timely request a hearing, which will stay
any trading suspension of the Company's common stock until completion of the
Nasdaq hearing process and expiration of any additional extension period granted
by the panel following the hearing.
The Company expects the hearing to be held within 45 days of the Company's
request for the hearing, pursuant to the Nasdaq Listing Rules. At or prior to
the hearing, the Company intends to present its plans to Nasdaq to regain
compliance with the Public Float Requirement and request an extension of time to
allow the board and management of the Company to implement such plans.
There continues to be no immediate effect on the listing of the Company's common
stock, which continues to trade on the Nasdaq Global Select Market under the
symbol "NH." The Company is working diligently to satisfy, and intends to regain
compliance with, the Public Float Requirement. However, there can be no
assurance that the Company will be able to regain compliance with the Public
Float Requirement prior to the hearing date or at all or that Nasdaq will grant
the Company an extension of time to achieve compliance with the Public Float
Requirement. The Company intends to continue to monitor its closing bid price
for its common stock and will continue considering all available options to
comply with the Public Float Requirement as may be necessary.
Forward-Looking Statements:
In addition to historical information, this Current Report on Form 8-K contains
or may imply forward-looking statements within the meaning of the federal
securities laws, such as any implication that the Company's shares will continue
trading on the Nasdaq Global Select Market. Such forward-looking statements
include projections regarding the Company's beliefs and expectations about
future performance and, in some cases, may be identified by words like
"anticipate," "assume," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "potential," "predict," "project," "future," "will,"
"seek" and similar terms or phrases. These statements are based on the Company's
beliefs and assumptions, which in turn are based on information available as of
the date of this Current Report on Form 8-K. Forward-looking statements involve
known and unknown risks and uncertainties, which could cause actual results to
differ materially from those contained in any forward-looking statement and
could harm the Company's business, prospects, results of operations, liquidity
and financial condition and cause its stock price to decline significantly. Many
of these factors are beyond the Company's ability to control or predict.
Important factors that could cause the Company's actual results to differ
materially from those indicated in the forward-looking statements include, among
others: the ability to meet the market value of publicly held shares
requirement, the ability to meet Nasdaq compliance standards, or that Nasdaq
will grant the Company any relief from delisting as necessary or whether the
Company can agree to or ultimately meet applicable Nasdaq requirements for any
such relief, and the events and risks referenced in the sections titled "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended December
31, 2022 and subsequent Quarterly Reports on Form 10-Q and in other documents
filed or furnished with the Securities and Exchange Commission. As a result of
these factors, actual results may differ materially from those indicated or
implied by forward-looking statements. Our forward-looking statements do not
reflect the potential impact of any acquisitions, mergers, dispositions,
business development transactions, joint ventures or investments we may enter
into or make in the future. Given these uncertainties, you should not place
undue reliance on these forward-looking statements. These forward-looking
statements are made only as of the date hereof and the Company undertakes no
obligation to update or revise publicly any forward-looking statements, except
as required by law. New factors emerge from time to time, and it is not possible
for us to predict all such factors.
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