Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 23, 2022, Volta Inc. ("Volta" or the "Company") was notified by the
New York Stock Exchange (the "NYSE") that it is not in compliance with Section
802.01C of the NYSE Listed Company Manual because the average closing price of
the Company's Class A Common Stock (the "Shares") was less than $1.00 over a
consecutive 30 trading-day period. The notice does not result in the immediate
delisting of the Shares from the NYSE.
The Company plans to notify the NYSE by November 8, 2022 that it intends to cure
the stock price deficiency and to return to compliance with the NYSE continued
listing standard. The Company can regain compliance at any time within the
six-month period following receipt of the NYSE notice if on the last trading day
of any calendar month during the cure period the Company has a closing share
price of at least $1.00 and an average closing share price of at least $1.00
over the 30 trading-day period ending on the last trading day of that month. The
Company intends to consider available alternatives, including, but not limited
to, a reverse stock split, subject to stockholder approval no later than at the
Company's next annual meeting of stockholders, if necessary to cure the stock
price non-compliance. Under the NYSE's rules, if the Company determines that it
will cure the stock price deficiency by taking an action that will require
stockholder approval at its next annual meeting of stockholders, the price
condition will be deemed cured if the price promptly exceeds $1.00 per share,
and the price remains above that level for at least the following 30 trading
days.
The Shares will continue to be listed and trade on the NYSE during this period,
subject to the Company's compliance with other NYSE continued listing standards.
The notice from the NYSE does not affect ongoing business operations of the
Company or its reporting requirements with the Securities and Exchange
Commission.
Item 7.01 Regulation FD Disclosure.
As required by Section 802.01C of the NYSE Listed Company Manual, the Company
issued a press release on November 25, 2022, announcing that it had received the
notice of noncompliance with the NYSE's continued listing standard. A copy of
the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1)
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 Volta Inc. Press Release dated November 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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