Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On April 18, 2022, ION Geophysical Corporation (the "Company") was notified by
the New York Stock Exchange (the "NYSE") that, as the Company had not timely
filed its form 10-K for calendar year 2021, the NYSE will closely monitor the
status of the Company's late filing and related public disclosures for up to a
six-month period from its due date. If the Company fails to file its 10-K and
any subsequent delayed filings within six months of the due date, the NYSE may,
in its sole discretion, allow the Company's securities to trade for up to an
additional six months depending on specific circumstances, as outlined in
Section 802 of the NYSE Listed Company Manual.
If the NYSE determines that an additional six-month trading period is not
appropriate, suspension and delisting procedures will commence pursuant to
Section 804.00 of the NYSE Listed Company Manual. If the NYSE determines that an
additional trading period of up to six months is appropriate and the Company
fails to file its 10-K and any subsequent delayed filings by the end of that
period, suspension and delisting procedures will generally commence. Regardless
of the procedures described above, the NYSE may commence delisting proceedings
at any time during the period that is available to complete the filing, if
circumstances warrant.
The notice has no immediate impact on the listing of the Company's common stock,
which will continue to be listed and traded on the NYSE during this period,
subject to the Company's compliance with other listing standards, under the
symbol "IO" with an "LF" indicator.
The Company issued a press release on April 22, 2022, announcing that it had
received a notice of noncompliance. A copy of that press release is attached
hereto as Exhibit 99.1.
The information herein contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements may include
information and other statements that are not of historical fact. Actual results
may vary materially from those described in these forward-looking statements.
All forward-looking statements reflect numerous assumptions and involve a number
of risks and uncertainties. These risks and uncertainties include the Company's
ability to consummate the Restructuring Transactions; the Company's ability to
obtain Bankruptcy Court approval with respect to motions or other requests made
to the Bankruptcy Court; the ability of the Company to confirm and consummate
the Plan; the Company's ability to comply with the milestones set forth in the
Restructuring Support Agreement; the effects of the Chapter 11 Cases on the
Company's liquidity or results of operations or business prospects; the effects
of the Chapter 11 Cases on the Company's business and the interests of various
constituents; the length of time that the Company will operate under Chapter 11
protection; risks associated with third-party motions in the Chapter 11 Cases;
increased levels of employee attrition during the Chapter 11 Cases; the risks
associated with the timing and development of ION Geophysical Corporation's
products and services? pricing pressure? decreased demand? changes in oil
prices? agreements made or adhered to by members of OPEC and other oil producing
countries to maintain production levels? the COVID-19 pandemic? the ultimate
benefits of our completed restructuring transactions; political, execution,
regulatory, and currency risks; the outcome or changes, if any, of our
consideration of various strategic alternatives; and the impact to our liquidity
in the current uncertain macroeconomic environment, including the war in
Ukraine. For additional information regarding these various risks and
uncertainties, see our Form 10-K for the year ended December 31, 2020, filed on
February 12, 2021, and our Forms 10-Q for the quarters ended March 31, 2021,
June 30, 2021, and September 30, 2021, filed on May 6, 2021, August 12, 2021,
and November 3, 2021, respectively. Additional risk factors, which could affect
actual results, are disclosed by the Company in its filings with the Securities
and Exchange Commission (SEC), including its Form 10-K, Form 10-Qs and Form 8-Ks
filed during the year. The Company expressly disclaims any obligation to revise
or update any forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated April 22, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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