UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 22, 2023, Charge Enterprises, Inc. (sometimes referred to herein as “Company”, “we,” “us,” “our” or similar terms) received a notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive business days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). Nasdaq’s notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Global Market.
The notice indicates that we will have 180 calendar days, until February 19, 2024, to regain compliance with this requirement. We can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period.
If the Company does not regain compliance during the initial compliance period, we may be eligible for an additional 180 day period to regain compliance. To qualify, we would be required to meet the continued listing requirement for market value of our publicly held shares and all other Nasdaq initial listing standards, with the exception of the minimum bid price requirement under Rule 5450(a)(1), and we would need to provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period. If it appears to Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we expect that Nasdaq will notify us that our common stock will be subject to delisting. We will have the right to appeal a determination to delist our common stock, and our common stock would remain listed on The Nasdaq Global Market until the completion of the appeal process.
We intend to actively monitor the minimum bid price of our common stock and may, as appropriate, consider available options to regain compliance with Rule 5450(a)(1). However, there can be no assurance that the Company will be able to regain compliance with Rule 5450(a)(1).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned duly authorized.
Dated: August 25, 2023 |
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CHARGE ENTERPRISES, INC. | |||
By: | /s/ Leah Schweller | ||
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| Leah Schweller | |
Chief Financial Officer |
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Cover |
Aug. 22, 2023 |
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Cover [Abstract] | |
Entity Registrant Name | CHARGE ENTERPRISES, INC. |
Entity Central Index Key | 0001277250 |
Document Type | 8-K |
Amendment Flag | false |
Entity Emerging Growth Company | true |
Document Period End Date | Aug. 22, 2023 |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 90-0471969 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Entity File Number | 001-41354 |
Entity Address Address Line 1 | 125 Park Avenue |
Entity Address Address Line 2 | 25th Floor |
Entity Address City Or Town | New York |
Entity Address State Or Province | NY |
Entity Address Postal Zip Code | 10017 |
City Area Code | 212 |
Local Phone Number | 921-2100 |
Security 12b Title | Common stock, par value $0.0001 |
Trading Symbol | CRGE |
Security Exchange Name | NASDAQ |
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