Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On April 19, 2023, TMC the metals company Inc. (the "Company") received a
written notice from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company
that the closing bid price of the Company's common shares (the "Common Shares")
over the 30 consecutive trading days from March 7, 2023 through April 18, 2023
had fallen below $1.00 per share, which is the minimum closing bid price
required to maintain listing on the Nasdaq Stock Market under Nasdaq Listing
Rule 5450(a)(1) (the "Minimum Bid Requirement").
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180
calendar days to regain compliance with the Minimum Bid Requirement (the "Grace
Period"), subject to a potential 180 calendar day extension, as described below.
To regain compliance, the closing bid price of the Company's Common Shares must
be at least $1.00 per share for a minimum of 10 consecutive business days within
the Grace Period.
The Company received a similar notification from the Nasdaq in December 2022.
After the closing bid price of the Common Shares exceeded $1.00 per share for
more than 10 consecutive business days in the initial 180 calendar day period,
the Nasdaq notified the Company in February 2023 that this previous matter was
closed.
If the Company does not achieve compliance with the Minimum Bid Requirement by
October 16, 2023, the end of the Grace Period, the Company may be eligible for
an additional 180 calendar day period to regain compliance. To qualify, the
Company would be required, among other things, to meet the continued listing
requirement for the market value of its publicly held shares and all other
Nasdaq initial listing standards for the Nasdaq Capital Market, with the
exception of the bid price requirement, and would need to provide written notice
to Nasdaq of its intention and plan to cure the deficiency during the second
compliance period by effecting a reverse stock split if necessary. However, if
it appears to Nasdaq staff that the Company will not be able to cure the
deficiency, or if the Company does not meet the other listing standards, Nasdaq
could provide notice that the Company's Common Shares will be subject to
delisting. In the event the Company receives notice that its Common Shares are
being delisted, the Company would be entitled to appeal the determination to a
Nasdaq Listing Qualifications Panel and request a hearing.
The Company intends to actively monitor the closing bid price of its Common
Shares and will evaluate available options to regain compliance with the Minimum
Bid Requirement. The notice has no immediate effect on the listing or trading of
the Company's Common Shares or warrants, which will both continue to be listed
and traded on the Nasdaq Stock Market, subject to the Company's compliance with
the other Nasdaq listing requirements.
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