Clever Leaves Announces Voluntary Delisting Of Common Shares And SEC Deregistration

Clever Leaves Holdings Inc. (NASDAQ:CLVR, CLVRW))))) ("Clever Leaves" or the "Company"), a global medicinal cannabis company, today announced that its Board of Directors (the "Board") determined to voluntarily delist its common shares, without par value (the "common shares") and warrants, each exercisable for 1/30th common share at an exercise price of $11.50 (the "Warrants" and together with the common shares, the "Securities") from The Nasdaq Stock Market LLC ("Nasdaq") and deregister its Securities in order to terminate and suspend its reporting obligations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").

 

The Company today notified Nasdaq of its intention to voluntarily delist its Securities from Nasdaq. The Company intends to file a Form 25 with the Securities and Exchange Commission ("SEC") to effect the delisting and deregistration of its Securities on or about May 6, 2024 to effect the delisting from Nasdaq and the deregistration of the Securities under Section 12(b) of the Exchange Act. As a result, the Company expects the last day of trading of its Securities on Nasdaq will be on or about May 16, 2024.

Following the delisting of the Company's Securities from Nasdaq, the Company intends to file a Form 15 with the SEC on or about May 16, 2024 to suspend its reporting obligations under the Exchange Act. As a result of the filing of the Form 15, the Company's obligation to file certain Exchange Act reports and forms with the SEC, including Forms 10-K, 10-Q, and 8-K, will cease. Other SEC filing requirements will terminate upon the effectiveness of the deregistration. The Company expects that the deregistration of its Securities will become effective 90 days after the filing of the Form 15 with the SEC. The documents filed with the SEC will be available on the Company's website below.

The Board's decision comes as part of its evaluation of internal and external options and is the product of careful review and careful consideration of a number of factors, including, but not limited to, the Company's previous and likely future non-compliance with the continued listing requirements of Nasdaq that would eventually result in delisting of the Securities by Nasdaq and the required personnel resources and the high costs relating to Exchange Act and Nasdaq disclosure and reporting requirements and related regulatory burdens, which have resulted and would continue to result in significant operating expense.