Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported, on February 18, 2022, RealNetworks, Inc. (the "Company")
received a letter from the Listing Qualifications Department (the "Staff") of
The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the closing
bid price of the Company's common stock (the "Common Stock") for the prior 30
consecutive business days, the Company was not in compliance with the
requirement to maintain a minimum bid price of $1.00 per share for continued
listing on The Nasdaq Global Select Market, as set forth in Nasdaq Listing Rule
5550(a)(2) (the "Minimum Bid Price Requirement"). Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), the Company was granted 180 calendar days, or until August
17, 2022, to regain compliance.
On August 16, 2022 the Company applied to transfer its securities from The
Nasdaq Global Select Market to The Nasdaq Capital Market and requested a second
180-day period to regain compliance with the Minimum Bid Price Requirement. On
August 30, 2022, the Company received a second letter from the Staff approving
the Company's application to list its common stock on The Nasdaq Capital Market
and advising that the Company had been granted an additional 180 calendar days,
or until February 13, 2023, to regain compliance with the Minimum Bid Price
Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A). The Company's
securities will be transferred to The Nasdaq Capital Market at the opening of
business on September 1, 2022.
The Company will continue to monitor the closing bid price of its Common Stock
and consider implementing available options to regain compliance with the
Minimum Bid Price Requirement within the allotted compliance period, including
by effecting a reverse stock split, if necessary. If the Company does not regain
compliance within the allotted compliance period, Nasdaq will provide notice
that the Company's Common Stock will be subject to delisting. The Company would
then be entitled to appeal that determination to a Nasdaq hearings panel. There
can be no assurance that the Company will regain compliance with the Minimum Bid
Price Requirement during the 180-day extension.
This Current Report on Form 8-K contains "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements related to the Company's
ability to regain compliance with Nasdaq's continued listing standards,
including by effecting a reverse stock split. While the Company believes its
plans, intentions and expectations reflected in any forward-looking statements
are reasonable, these plans, intentions or expectations may not be achieved. The
Company's actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements.
For information about the factors that could cause such differences, please
refer to the Company's Annual Report on Form 10-K for the year ended December
31, 2021, including the information discussed under the captions "Item 1
Business," "Item 1A. Risk Factors" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations," as well as the
Company's various other filings with the SEC. Given these uncertainties, you
should not place undue reliance on these forward-looking statements. The Company
assumes no obligation to update any forward-looking statement.
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