FAST RADIUS, INC. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits (form 8-K)
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
written notice (the “Notice”) from the Listing Qualifications Department of
Nasdaq Stock Market
bid price of the Company’s common stock, par value
“Common Stock”), for the last 30 consecutive trading days, the Company no longer
complies with the minimum bid price requirement for continued listing on The
Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities
to maintain a minimum bid price of
Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to
meet the Minimum Bid Price Requirement exists if the deficiency continues for a
period of 30 consecutive trading days.
The Notice has no immediate effect on the listing of the Common Stock on The
Nasdaq Global Market. Pursuant to the Nasdaq Listing Rules, the Company has been
provided an initial compliance period of 180 calendar days to regain compliance
with the Minimum Bid Price Requirement. To regain compliance, the closing bid
price of the Common Stock must be at least
consecutive trading days prior to
otherwise satisfy The Nasdaq Global Market’s requirements for listing.
If the Company does not regain compliance by
be eligible for an additional 180 calendar day compliance period if it elects
(and meets the listing standards) to transfer to The Nasdaq Capital Market to
take advantage of the additional compliance period offered on that market. To
qualify, the Company would be required, among other things, to meet the
continued listing requirement for market value of publicly held shares as well
as all other standards for initial listing on The Nasdaq Capital Market, with
the exception of the Minimum Bid Price Requirement, and would need to provide
written notice of its intention to cure the bid price deficiency during the
second compliance period. If the Company does not regain compliance within the
compliance period(s), including any extensions that may be granted by Nasdaq,
the Common Stock will be subject to delisting.
The Company intends to monitor the closing bid price of the Common Stock and
consider its available options to resolve the noncompliance with the Minimum Bid
Price Requirement. There can be no assurance that the Company will be able to
regain compliance with The Nasdaq Global Market’s continued listing requirements
or that Nasdaq will grant the Company a further extension of time to regain
compliance, if applicable.
Cautionary Statement Regarding Forward-Looking Statements
This filing contains certain forward-looking statements relating to
within the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “scales,”
“representative of,” “valuation,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions, projections and other
statements about future events that are based on
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this filing , including but
not limited to: (i) the risk that
funding on terms that are acceptable to
of any legal proceedings that may be instituted against
following the consummation of the business combination with
Growth Opportunities Corp.
the listing of
changes in the competitive industries in which
in operating performance across competitors, changes in laws and regulations
affecting
(v) the ability to implement business plans, forecasts, and other expectations
after the completion of the Transaction, and the ability to identify and realize
additional opportunities, (vi) risks related to the uncertainty of
projected financial information, (vii) risks related to
inability to become profitable and generate cash, (viii) current and future
conditions in the global economy, including as a result of the impact of the
COVID-19 pandemic or the armed conflict between
risk that demand for
as expected, (x) the ability of
attract new customers, (xi) the potential inability of
growth effectively, (xii) the potential inability of
cloud manufacturing capacity or to achieve efficiencies regarding its cloud
manufacturing process or other costs, (xiii) the enforceability of
intellectual property rights, including its copyrights, patents, trademarks and
trade secrets, and the potential infringement on the intellectual property
rights of others, (xiv)
key employees, (xv) the risk of downturns and a changing regulatory landscape in
the highly competitive industry in which
related to the Transaction and the failure to realize anticipated benefits of
the Transaction or to realize estimated pro forma results and underlying
assumptions. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
more fully described in
Commission
Form 10-Q for the quarter ended
filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise.
assurance that it will achieve its expectations.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
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