Electric Last Mile Solutions Inc. filed SEC Form 8-K: Bankruptcy or Receivership, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 1.03. Bankruptcy or Receivership.
On June 14, 2022, Electric Last Mile Solutions, Inc. (the “Company”) and its subsidiary, Electric Last Mile, Inc. (together, the “Debtors”), ceased operations and commenced bankruptcy proceedings (the “Chapter 7 Cases”) by filing voluntary petitions for relief under the provisions of Chapter 7 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Company previously disclosed its intention to commence a proceeding under Chapter 7 of the Code in a Current Report on Form 8-K filed on June 13, 2022 (the “June Current Report”).
As a result of the commencement of the Chapter 7 Cases, a Chapter 7 trustee will be appointed by the Bankruptcy Court to administer the Debtors’ estates and to perform the duties set forth in Section 704 of the Code.
Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 13, 2022, the Company received a letter from the staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that the Staff has determined that the Company’s securities will be delisted from Nasdaq based on the following factors:
| · | the Company’s announcement of its intention to commence a proceeding under Chapter 7 of the Code, as disclosed in the June Current Report; |
| · | concerns regarding the residual equity interest of the existing listed securities holders; and |
| · | concerns about the Company’s ability to sustain compliance with all requirements for continued listing on The Nasdaq Stock Market, in light of the Company’s current non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule 5250(c)(1) Noncompliance”) as a result of its delinquent Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the three-month period ended March 31, 2022, as well as the Company’s current non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule 5550(a)(2) Noncompliance”), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Global Select Market. |
Prior correspondence with the Staff regarding the Rule 5250(c)(1) Noncompliance is discussed further in Current Reports on Form 8-K filed on April 11, 2022 and May 24, 2022, and prior correspondence with the Staff regarding the Rule 5550(a)(2) Noncompliance is discussed further in the June Current Report.
The Company does not intend to appeal the Staff’s determination, given the commencement of the Chapter 7 Cases. Therefore, the Company anticipates that trading in the Company’s common stock and warrants will be suspended at the opening of business on June 23, 2022 and subsequently delisted from Nasdaq, as indicated in the Staff’s letter.
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.
| Date: June 14, 2022 | ELECTRIC LAST MILE SOLUTIONS, INC. | |
| By: | /s/ Shauna F. McIntyre | |
| Shauna F. McIntyre | ||
| Interim Chief Executive Officer and President | ||