Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Pursuant to Section 802.01C, the Company has a period of six months following
the receipt of the Notice to regain compliance with the minimum share price
requirement. The Company may regain compliance at any time during the six-month
cure period if on the last trading day of any calendar month during the
six-month cure period the Common Stock has a closing share price of at least
Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not to be incorporated by reference into any filing by Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
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Forward-Looking Statements
This Current Report on Form 8-K includes statements that may constitute
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, express or implied forward-looking statements
relating to the Company's ability to maintain the listing of its Class A Common
Stock on the NYSE and the Company's anticipated business and financial
performance. These statements are neither promises nor guarantees, but are
subject to a variety of risks and uncertainties, many of which are beyond the
Company's control, which could cause actual results to differ materially from
those contemplated in these forward-looking statements. Existing and prospective
investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Factors that could cause
actual results to differ materially from those expressed or implied include the
Company's ability to remain in compliance with and not in default under its
credit facility, the ability to timely procure additional financing or other
strategic options on favorable terms, or at all, and the risks and uncertainties
described in the "Risk Factors" section of the Company's Annual Report on Form
10-K and other filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedNovember 25, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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