Earlier Reported, micromobility.com Inc. To Address Nasdaq Delisting Notice; Postpones Special Meeting And Withdraws Reverse Split Request
micromobility.com Inc. ("micromobility.com" or the "Company") (NASDAQ:MCOM), a leader in innovative urban transportation solutions, today announced that on December 18, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that trading of its common stock and warrants will be suspended as of the opening of business on December 20, 2023 (the "Delisting Letter"), and, accordingly to the Company, has postponed a special meeting of the stockholders of the Company previously scheduled for January 2024 ("Special Meeting") at which it intends to seek approval for an additional reverse split.
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The Special Meeting was postponed allowing the board of directors of the Company to continue to assess its corporate governance and operational strategy going forward. Thus, Company stockholders do not need to take any action at this time.
The Delisting Letter was due to the fact that the Company's common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) and because the Company failed to comply with Nasdaq's minimum stockholders' equity requirement for continued listing or any of the alternative requirements in Listing Rule 5550(b)(2). Accordingly, the Nasdaq Hearings Panel has determined to delist the Company's shares and warrants from Nasdaq. Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission ("SEC"), following the expiration of relevant appeal periods.
The Delisting Letter provides that the Company may request the Nasdaq Listing and Hearing Review Council to review the delisting decision within 15 days from the date of the Delisting Letter. The Company is currently carefully evaluating whether such an appeal of Nasdaq's decision is warranted. The Company's evaluation will consider various factors, including the board's assessment of the likelihood of the Company regaining and maintaining compliance with the continued listing requirements. Additionally, the evaluation will encompass an analysis of the benefits of continuing to list on Nasdaq compared to the substantial costs, including the extensive commitment of management's time and resources for complying with various listing requirements.
The Company estimates that its expenses related to maintaining its Nasdaq listing are expected to rise significantly in the coming years due to the compliance requirements of the Sarbanes-Oxley Act (SOX) and ESG initiatives, among others. In anticipation of realizing substantial cost savings, the Company sees potential opportunities to streamline operations through delisting and deregistration. These benefits include lower operating costs, reduced management time commitment to compliance and reporting activities, and a simplified corporate governance structure. The decision to appeal Nasdaq's decision will be consistent with the Company's previously announced cost-saving measures. The Company acknowledges that the delisting and cessation of trading on Nasdaq could have a material adverse effect on the liquidity and trading price of its common shares.
The Company has initiated the process of transferring the quotation of its common stock and warrants to one of the over-the-counter markets operated by OTC Markets Group Inc. The shares of the Company's common stock and warrants will continue to trade under the symbols "MCOM" and "MCOMW." It is expected that the stock will initially be quoted and traded on the Pink Current Information tier concurrent with the trading suspension.
The transition to the OTC markets will not alter the Company's commitment to continue business operations as usual. The Company will remain subject to the public reporting requirements of the SEC post-transfer. The Company intends to continue providing information to its stockholders and taking actions within its control to facilitate the quoting of its common stock and warrants in the OTC market, thereby to facilitate ensuring the existence of a trading market for its common stock and warrants.