Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On July 26, 2022, Qumu Corporation (the "Company") received a written notice
(the "Notice") from the Listing Qualifications Department of The Nasdaq Stock
Market LLC ("Nasdaq") that the Company is not in compliance with the requirement
to maintain a minimum closing bid price of $1.00 per share, as set forth in
Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement"), because the
closing bid price of the Company's common stock, par value $0.01 per share (the
"Common Stock"), was below $1.00 per share for 30 consecutive business days. The
Notice does not impact the listing of the Common Stock on the Nasdaq Capital
Market at this time. The Company's receipt of the Notice does not affect the
Company's business, operations or reporting requirements with the Securities and
Exchange Commission.
The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has a period of 180 calendar days from the date of the Notice, or
until January 23, 2023, to regain compliance with the Bid Price Requirement.
During this period, the Common Stock will continue to trade on the Nasdaq
Capital Market. If at any time before January 23, 2023 the bid price of the
Common Stock closes at or above $1.00 per share for a minimum of ten consecutive
trading days, Nasdaq will provide written notification that the Company has
achieved compliance with the Bid Price Requirement and the matter will be
closed, unless Nasdaq exercises its discretion to extend the ten-day period
pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
In the event the Company does not regain compliance by January 23, 2023, the
Company may be eligible for an additional 180 calendar day period to regain
compliance. To qualify, the Company would be required to meet the continued
listing requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, except for the Bid
Price Requirement. The Company would also be required to provide written notice
to Nasdaq of its intent to cure the deficiency during this second compliance
period by effecting a reverse stock split, if necessary. If it appears to the
Nasdaq staff that the Company will not be able to cure the deficiency, or if the
Company is otherwise not eligible, Nasdaq would provide notice to the Company
that its Common Stock would be subject to delisting. At that time, the Company
may appeal the Nasdaq staff's delisting determination to a Nasdaq Hearings Panel
(the "Panel"). The Company expects that its Common Stock would remain listed
pending the Panel's decision. In such event, there can be no assurance that such
an appeal would be successful.
The Company intends to actively monitor the closing bid price of its Common
Stock and will evaluate available options to regain compliance with the Minimum
Bid Requirement. However, there can be no assurance that the Company will be
able to regain compliance with the Bid Price Requirement or maintain compliance
with any of the other Nasdaq continued listing requirements.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended (the Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company has made
these forward-looking statements in reliance on the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you
can identify these statements by forward-looking words such as "at that time,"
"expects," "intends," "may," "remain," "seeking," "will," "would," or the
negative of these terms and other similar terminology. Forward-looking
statements in this report include statements about whether the Company's common
stock will remain listed on the Nasdaq Capital Market. These and other
forward-looking statements are predictions and projections about future events
based on the Company's current expectations, objectives, and intentions and are
premised on current assumptions. Actual outcomes could be materially different
than those expressed, implied, or anticipated by forward-looking statements due
to a variety of factors, including, but not limited to: market conditions and
their impact on the Company's trading price on the Nasdaq Capital Market and
other important factors discussed in Part I, Item 1A, "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2021, which
was filed with the SEC on April 15, 2022 (its Annual Report) and its subsequent
reports on Forms 10-Q and 8-K filed with the SEC. Any forward-looking statements
made by the Company in this Current Report on Form 8-K are based only on
currently available information and speak only as of the date of this report.
Except as otherwise required by securities and other applicable laws, the
Company does not assume any obligation to publicly provide revisions or updates
to any forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change.
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