SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|Date of report (Date of earliest event reported):||January 17, 2022|
|(Exact Name of Registrant as Specified in Charter)|
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|429 Lenox Avenue, Suite 547|
|Miami Beach, Florida||33139|
|(Address of Principal Executive Offices)||(Zip Code)|
|Registrant’s telephone number, including area code:||(305) 395-4520|
|(Former Name or Former Address, if Changed Since Last Report)|
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 (see General Instruction A.2. below):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.0001 per share||ALF||Nasdaq Capital Market|
|Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.57||ALFIW||Nasdaq Capital Market|
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 x
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 8.01||Other Information.|
On January 17, 2022, Alfi, Inc. (the “Company”) submitted to The Nasdaq Stock Market (“Nasdaq”) for review a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
As previously disclosed in the Company’s Current Report on Form 8-K filed on November 24, 2021, the Company: (i) received a notice from the Listing Qualifications Department of Nasdaq on November 18, 2021, stating that the Company is not in compliance with the Rule because it did not timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”); and (ii) had until January 17, 2022 to submit a plan to regain compliance with the Rule.
If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days (the “Extension Period”) from the due date of the Form 10-Q, or until May 16, 2022, to regain compliance. The Company may regain compliance at any time during the Extension Period upon filing the Form 10-Q and any subsequent periodic filing that is due within the Extension Period.
There is no assurance, however, that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any Extension Period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. If the Company fails to timely regain compliance with the Rule, then the Company’s securities will be subject to delisting from Nasdaq.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|By:||/s/ Peter Bordes|
|Interim Chief Executive Officer|
Date: January 24, 2022