Environmental Solutions Group Holdings Limited (NASDAQ: ESGL)
(“ESGL” or the “Company”), a sustainable waste solutions provider
whose mission is to recycle industrial waste into circular products
using innovative technologies and renewable energy, today announced
that the Company received notification letters dated October
24, 2023, from the Listings Qualifications Department (the “Staff”)
of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that (i) the minimum bid price per share was below $1.00 for a
period of 30 consecutive business days and that the Company did not
meet the minimum bid price requirement set forth in Nasdaq Listing
Rule 5450(a)(1) (the “Minimum Bid Price Rule”), and (ii) the
Company’s Minimum Market Value of Publicly Held Shares (“MVPHS”)
was less than $5,000,000 for the last 30 consecutive business days
prior to the date of the notification letter, which does not meet
the requirement for continued listing set forth in Nasdaq Listing
Rule 5450(b)(1)(C) (the “MVPHS Rule”).
In accordance with Nasdaq Listing Rule
5810(c)(3)(A) and 5810(c)(3)(D), Nasdaq provided the Company with
180 calendar days, or until April 22, 2024 (the “Compliance
Period”), to regain compliance with the Minimum Bid Price Rule and
the MVPHS Rule. If at any time during the Compliance Period, the
closing bid price per share is at least $1.00 for a minimum of ten
(10) consecutive business days, Nasdaq will provide the Company a
written confirmation of compliance with the Minimum Bid Price Rule
and the matter will be closed. If at any time during the Compliance
Period, the Company’s MVPHS closes at $5,000,000 or more for a
minimum of ten (10) consecutive business days, Nasdaq will provide
the Company a written confirmation of compliance with the MVPHS
Rule and the matter will be closed.
In the event the Company does not regain
compliance with the Minimum Bid Price Rule by April 22, 2024, the
Company may be eligible for additional time. To qualify, the
Company must submit, no later than April 22, 2024, an on-line
transfer application and pay the non-refundable $5,000 application
fee. The Company will be required to meet the continued listing
requirement for market value of publicly held shares and all other
initial listing standards, with the exception of the bid price
requirement, and will need to provide written notice of its
intention to cure the deficiency during the second compliance
period, including by effecting a reverse stock split, if necessary.
As part of its review process, the Staff will make a determination
of whether the Staff believes the Company will be able to cure this
deficiency. If the Staff concludes that the Company will not be
able to cure the deficiency, or if the Company determines not to
submit a transfer application or make the required representation,
Nasdaq will provide notice that the Company’s securities will be
subject to delisting. If the Company chooses to implement a reverse
stock split, it must complete the split no later than ten (10)
business days prior to April 22, 2024, or the expiration of the
second compliance period if granted.
In the event the Company does not regain
compliance with the MVPHS Rule by April 22, 2024, the Company will
receive written notification that its securities are subject to
delisting. In the event of such notification, the Company may
appeal Nasdaq’s determination to delist its securities, but there
can be no assurance Nasdaq would grant the Company’s request for
continued listing. Alternatively, the Company may consider applying
to transfer the Company’s securities to the Nasdaq Capital Market
(the “Capital Market”) before the expiry of the Compliance Period.
In order to transfer, the Company must submit an on-line transfer
application, pay the $5,000 application fee and meet the Capital
Market’s continued listing requirements.
The Nasdaq notification letters do not result in
the immediate delisting of the Company’s ordinary shares, and the
ordinary shares will continue to trade uninterrupted under the
symbol “ESGL.” The Company will continuously monitor the closing
bid price of its ordinary shares between now and April 22, 2024,
and intends to consider its available options to resolve the
Company's noncompliance with the Minimum Bid Price Rule and the
MVPHS Rule. However, there can be no assurance that the Company
will be able to regain compliance or maintain compliance with other
Nasdaq listing standards.
About ESGL Holdings Limited
ESGL Holdings Limited (“ESGL”) is a holding
company incorporated as an exempted company under the laws of the
Cayman Islands. At the forefront of driving sustainable waste
management solutions, ESGL is dedicated to revolutionizing waste
transformation with an emphasis on innovative technology and a
commitment to preserving the environment. ESGL conducts all its
operations through its operating entity incorporated in Singapore,
Environmental Solutions (Asia) Pte. Ltd. For more information,
including the Company’s filings with the SEC, please visit
https://esgl.asia.
Forward-Looking Statements
Certain statements in this press release may be
considered to contain certain “forward-looking statements” within
the meaning of “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as: “target,” “believe,” “expect,” “will,”
“shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,”
“future,” “forecast,” “intend,” “plan,” “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in this press release regarding anticipated future financial and
operating performance and results, including estimates for growth,
gross margins, adjusted EBITDA, potential regional expansion,
development of new products, partnerships, customer relationships,
demand for waste processing, and sales of circular products.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
ESGL management’s current beliefs, expectations, and assumptions.
Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks, and changes in
circumstances that are difficult to predict and many of which are
outside of our control. Actual results and outcomes may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements.
A further list and description of risks and
uncertainties can be found in documents filed with the SEC by ESGL
and other documents that the Company may file or furnish with the
SEC, which you are encouraged to read. Any forward-looking
statement made by us in this press release is based only on
information currently available to the Company and speaks only as
of the date on which it is made. The Company undertakes no
obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments, or
otherwise, except as required by law.
Investor / Media Contact:
Crocker Coulson
CEO, AUM Media, Inc.
(646) 652-7185
crocker.coulson@aummedia.org
ESGL Contact:
Lawrence Law
Chief Sustainability and Growth Officer
ESGL Holdings Limited
(65) 6653 2299
lawrence.law@env-solutions.com
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