Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 11, 2023, AppHarvest, Inc. (the "Company") received a deficiency
letter (the "Letter") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the
Company that, for the last 30 consecutive business days prior to the date of the
Letter, the closing bid price for the Company's common stock, par value $0.0001
per share (the "Common Stock"), was below $1.00 per share, which is the minimum
closing bid price required for continued listing on the Nasdaq Global Select
Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid
Requirement"). The Letter is a notice of deficiency, not delisting, and has no
immediate effect on the listing of the Common Stock, and the Common Stock will
continue to trade on the Nasdaq Global Select Market under the symbol "APPH" at
this time, subject to the Company's compliance with the other Nasdaq listing
requirements.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a
grace period of 180 calendar days, or until July 10, 2023, to meet the Minimum
Bid Requirement. If at any time during the 180-calendar day grace period, the
closing bid price of the Common Stock is at least $1.00 per share for a minimum
of ten consecutive business days (unless the Nasdaq staff exercises its
discretion to extend this ten business day period pursuant to Nasdaq Listing
Rule 5810(c)(3)(H)), Nasdaq will provide the Company written confirmation of
compliance and the matter will be closed.
In the event the Company does not regain compliance with the Minimum Bid
Requirement by July 10, 2023, the end of the 180-calendar day grace period, the
Company may be eligible for an additional 180-calendar day grace period if it
applies to transfer the listing of the Common Stock to the Nasdaq Global Market.
To qualify, the Company must meet the continued listing requirement for the
applicable market value of publicly held shares requirement and all other
applicable initial listing standards for the Nasdaq Global Market, with the
exception of the Minimum Bid Requirement, based on the Company's most recent
public filings and market information and provide written notice of its
intention to cure the minimum bid price deficiency during the second compliance
period by effecting a reverse stock split, if necessary. If the Nasdaq staff
determines that the Company will not be able to cure the deficiency, or if the
Company is otherwise not eligible for such additional compliance period, Nasdaq
will provide notice that the Common Stock will be subject to delisting. The
Company would have the right to appeal a determination to delist the Common
Stock, and the Common Stock would remain listed on the Nasdaq Global Select
Market until the completion of the appeal process.
The Company intends to actively monitor the closing bid price for the Common
Stock and will consider available options to resolve the deficiency and regain
compliance with the Minimum Bid Requirement. While the Company plans to review
all available options, there can be no assurance that it will be able to regain
compliance with the applicable rules during the 180-calendar day compliance
period, any subsequent extension period, or at all, or that the Company will
otherwise remain in compliance with the other listing standards for the Nasdaq
Global Select Market.
Forward Looking Statements
Certain statements included in this Form 8-K that are not historical facts are
forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. All statements, other than statements of
present or historical fact included in this Form 8-K, regarding the Company's
intent or ability to regain compliance with the Minimum Bid Requirement,
including initiating a reverse stock split, Nasdaq granting the Company any
relief from delisting as necessary, and whether the Company can ultimately meet
applicable Nasdaq requirements for any such relief are forward looking
statements. These statements are based on various assumptions, whether or not
identified in this Form 8-K, and on the current expectations of the Company's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on as, a guarantee, an assurance, a prediction,
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of the
Company. These forward-looking statements are subject to a number of risks and
uncertainties, including those discussed in the Company's Quarterly Report on
Form 10-Q filed with the SEC on November 7, 2022, under the heading "Risk
Factors," and other documents the Company has filed, or that the Company will
file, with the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. In addition, forward-looking statements
reflect the Company's expectations, plans, or forecasts of future events and
views as of the date of this Form 8-K. The Company anticipates that subsequent
events and developments will cause its assessments to change. However, while the
Company may elect to update these forward-looking statements at some point in
the future, the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's assessments of any date subsequent to the date of this Form 8-K.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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