Nauticus Robotics, Inc.

26/07/2024 | Press release | Distributed by Public on 26/07/2024 21:14

Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously reported in a Current Report on Form 8-K filed January 26, 2024, Nauticus Robotics, Inc.(the "Company") received a deficiency letter from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the preceding 30 consecutive trading days, the closing bid price of the Company's common stock remained below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement"). The Company was provided an initial period of 180 calendar days, or until July 22, 2024 (the "Compliance Period"), to regain compliance with the Bid Price Requirement.
On July 24, 2024, the Company received a staff determination letter (the "Determination Letter") from the Staff notifying the Company that it had not regained compliance with the Bid Price Requirement by July 22, 2024, and is not eligible for a second 180-day period due to the Company's failure to comply with the MVLS Requirement (as defined below) for The Nasdaq Capital Market.
As previously reported in the Company's Current Report on Form 8-K filed February 22, 2024, the Company received a deficiency letter from the Staff notifying the Company that, the Company had not met the minimum $35 million requirement for the previous 30 consecutive trading days, as required for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Requirement"). Pursuant to Nasdaq Listing Rule 5810(d)(2), the failure to comply with the MVLS Requirement has become an additional and separate basis for delisting.
Accordingly, and as described in the Determination Letter, unless the Company timely requests a hearing of the Staff's determination to a Hearings Panel (the "Panel") by July 31, 2024, the Company's securities would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel
On July 22, 2024, the Company effected a 1-for-36 reverse stock split of the Company's common stock. Assuming that the closing bid price of the Company's common stock remains above $1 for a minimum of ten consecutive trading days, the Company expects that the Bid Price Requirement will be satisfied by the time a hearing is scheduled. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company an additional extension period, that the Company would be able to evidence compliance with the terms of any such additional extension period that may be granted, or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.