UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Fee Payment Deficiency
On May 10, 2023, Adamas One Corp. (the “Company”) received a deficiency letter (the “Fee Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company had not paid certain fees required by Nasdaq Listing Rule 5250(f). The Company’s past due fee balance was $62,000 and the Fee Notice informed the Company that this lack of payment would lead to the suspension of the trading of the Company’s common stock at the opening of business on May 19, 2023. In addition, Nasdaq would eventually file a Form 25-NSE with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Fee Notice informed the Company that it could stay the suspension of the trading and filing of the Form 25-NSE by appealing the delisting determination by May 17th. Pursuant to conversations between the Company’s counsel and Nasdaq, the Company was informed it did not need to appeal the delisting determination if it paid the past due fee balance on or prior to the date the appeal was due. The Company paid the balance due prior to the close of business on May 17th.
Bid Price Deficiency
On May 11, 2023, the Company received a deficiency letter (the “Bid Price Notice”) from Nasdaq notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
The Bid Price Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Bid Price Notice, or until November 7, 2023, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to November 7, 2023.
If the Company is not in compliance with the Minimum Bid Requirement by November 7, 2023, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.
The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance period. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.
If the Common Stock ceases to be listed for trading on The Nasdaq Capital Market, the Company would expect that the Common Stock would be traded on one of the three tiered marketplaces of the OTC Markets Group.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADAMAS ONE CORP. | ||
| Dated: May 17, 2023 | By: | /s/ John G. Grdina |
|
Name: Title: |
John G. Grdina President and Chief Executive Officer | |