Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing Rule or
Standard; Transfer of Listing.
On March 24, 2023, Senior Connect Acquisition Corp. I (the "Company") received a
letter from the listing qualifications department staff of The Nasdaq Stock
Market ("Nasdaq") notifying the Company that for the last 30 consecutive
business days, the Company's minimum Market Value of Listed Securities ("MVLS")
was below the minimum of $35 million required for continued listing on the
Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the "Market
Value Standard").
The notice has no immediate effect on the listing of the Company's common stock,
and the Company's common stock continues to trade on the Nasdaq Capital Market
under the symbol "SNRH."
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180
calendar days, or until September 20, 2023, to regain compliance. The notice
states that to regain compliance, the Company's MVLS must close at $35 million
or more for a minimum of ten consecutive business days during the compliance
period ending September 20, 2023, at which time the Nasdaq will provide written
notification that the Company has achieved compliance under the Market Value
Standard and the matter will be closed.
The Company intends to actively monitor the market value of its common stock and
will evaluate available options to regain compliance with the Nasdaq continued
listing standards. However, there can be no assurance that the Company will be
able to regain compliance under the Market Value Standard, or will otherwise be
in compliance with other Nasdaq listing criteria. In the event the Company does
not regain compliance by September 20, 2023, then Nasdaq will notify the Company
that its common stock is subject to delisting. At that time, the Company may
appeal the delisting determination to a Nasdaq Hearings Panel.
While the Company is exercising diligent efforts to maintain the listing of its
common stock on the Nasdaq, there can be no assurance that the Company will be
able to regain or maintain compliance with Nasdaq listing criteria.
The Company, by filings this Form 8-K, discloses its receipt of the notice in
accordance with Nasdaq Listing Rule 5810(b).
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, the Company's submission of a compliance plan with Nasdaq
and regaining compliance with the requirements of Listing Rule 5620(a). These
statements are based on various assumptions and on the current expectations of
the Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward- looking statements are
subject to a number of risks and uncertainties, including: the risk that the
Company is unable to submit a compliance plan to Nasdaq within the specified
period, or that the compliance plan is not accepted by Nasdaq; those factors
discussed in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 under the heading "Risk Factors," and other documents of the
Company filed, or to be filed, with the SEC. If the risks materialize or
assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that the Company presently does not know or that the Company currently
believes are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking
statements reflect the Company's expectations, plans or forecasts of future
events and views as of the date hereof. The Company anticipates that subsequent
events and developments will cause the Company's assessments to change. However,
while the Company may elect to update these forward-looking statements at some
point in the future, the Company specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as representing the
Company's assessments as of any date subsequent to the date of this disclosure
statement. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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