Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 6, 2020, Xcel Brands, Inc. (the "Company"), received a letter from the
Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq")
notifying the Company that the minimum bid price per share for its common stock
fell below $1.00 for a period of 30 consecutive business days. Therefore, the
Company did not meet the minimum bid price requirement set forth in the Nasdaq
Listing Rules.
The letters also state that pursuant to Nasdaq Listing Rules 5810(c)(3)(A), the
Company will be provided 180 calendar days to regain compliance with the minimum
bid price requirement, or until February 2, 2021.
The Company can regain compliance if, at any time during the Tolling Period or
such 180-day period, the closing bid price of the Company's common stock is at
least $1.00 for a minimum period of 10 consecutive business days. If by
February 2, 2021, the Company does not regain compliance with the Nasdaq Listing
Rules, the Company may be eligible for additional time to regain compliance
pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii). To qualify, the Company would
need to submit a transfer application and a $5,000 application fee. The Company
would also need to provide written notice to Nasdaq of its intention to cure the
minimum bid price deficiency during the second compliance period by effecting a
reverse stock split, if necessary. As part of its review process, the Nasdaq
staff will make a determination of whether it believes the Company will be able
to cure this deficiency. Should the Nasdaq staff conclude that the Company will
not be able to cure the deficiency, or should the Company determine not to
submit a transfer application or make the required representation, Nasdaq will
provide notice that the Company's shares of common stock will be subject to
delisting.
If the Company does not regain compliance within the allotted compliance period,
including any extensions that may be granted by Nasdaq, Nasdaq will provide
notice that the Company's shares of common stock will be subject to delisting
from the Nasdaq Global Select Market. At such time, the Company may appeal the
delisting determination to a hearings panel.
The Company intends to monitor its closing bid price between now and February 2,
2021, and will consider available options to resolve the Company's noncompliance
with the minimum bid price requirement, as may be necessary. There can be no
assurance that the Company will be able to regain compliance with the minimum
bid price requirement or will otherwise be in compliance with other Nasdaq
listing criteria.
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