Alpine 4 Holdings Inc.

30/07/2024 | Press release | Distributed by Public on 31/07/2024 00:01

Material Event Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing.
Item 8.01 Other Events
On July 25, 2024, Alpine 4 Holdings, Inc., a Delaware corporation (the "Company") received written notification (the "Letter") from the Nasdaq Hearings Panel (the "Panel") notifying the Company of its decision to grant the Company's request to continue its listing on The Nasdaq Stock Market ("Nasdaq") subject to the Company's meeting certain conditions outlined in the letter.
As the Company has previously reported, the Company had participated in its Hearing with the Nasdaq Panel on July 2, 2024, in relation to its delinquent public reports, namely the Annual Report on Form 10-K for the year ended December 31, 2023, and the Quarterly Report on Form 10-Q for the period ended March 31, 2024.
In the letter, the Hearings Advisor noted that in making its decision, the Panel considered the entire record, which was incorporated by reference into the Panel's decision. Background information about the Company, including its business description, financial information, market data and compliance history, had been presented by the Listing Qualifications' Staff to the Panel.
As noted in the Letter, the Company is in violation of the obligation to file periodic financial reports with the U.S. Securities and Exchange Commission ("SEC") as required under Nasdaq Listing Rule 5250(c)(1) (the "Periodic Filing Rule"). As previously reported by the Company, the Nasdaq Listing Qualifications Department Staff had previously granted an additional 180-day extension, until December 23, 2024, for the Company to regain compliance with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2).
In the Letter, the Hearings Advisor reviewed the information presented to the Panel by the Company, detailing the reasons for the delays in filing the Company's Quarterly Report for the quarter ended September 30, 2023 (which subsequently has been filed by the Company), as well as the Annual Report for the year ended December 31, 2023, and the Quarterly Report for the Quarter ended March 31, 2024. The Letter discussed the Company's change in certified public accounting firm/auditors, as well as the reasons for the change in auditors. The Letter notes that there had been no disagreements regarding accounting treatment or principles between the Company and its prior auditors, but that the Company had felt it was not receiving adequate customer service. The Letter noted that the Company was working with its new auditor to complete the audit for 2023, and to complete and file the Annual Report for the year ended December 31, 2023, and the Quarterly Reports for the quarters ended March 31 and June 30, 2024.
The Letter also noted that the Company has implemented certain enhancements to internal controls in order to prevent a similar delay occurring in the future and hired a new staff with the stated goal of centralizing accounting throughout the Company. The Company's new audit firm, Marcum LLP and its other advisors have provided recommendations on how to address internal controls and the quality of financial reporting.
Panel Conclusions
The Letter stated that based on the information presented, the Panel had decided to grant the Company's request for an exception until October 31, 2024, to regain compliance with the periodic filing delinquency. The Letter noted that the Company was unexpectedly required to conduct additional accounting analysis immediately prior to the filing of a Form 10-Q. Upon learning of this requirement, the Company set out to retain a new accounting firm and complete the analysis as instructed. Since that time, it has completed the analysis, filed the initial delinquent report and is now working to file all remaining reports. The Panel believes an exception is appropriate in light of the work the Company has conducted thus far to cure the deficiency and the short time period requested for the exception.
The Letter noted that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. The Letter continued that if the Listing Council determines to review the decision set forth in the Letter, the Listing Council may affirm, modify,
reverse, dismiss or remand the decision to the Panel, and that the Company would be notified immediately in the event the Listing Council determines that this matter will be called for review.