Nuvini (Nasdaq: NVNI) Announces Receipt of Notice of Deficiency from Nasdaq Resulting from Previously Announced Departure of Director
January 19 2024 - 4:20PM
Nvni Group Limited (Nasdaq: NVNI) (“Nuvini”), the leading serial
acquirer of private SaaS B2B companies in Latin America, announced
that it received a notice of deficiency (the “Notice”) from the
Nasdaq Stock Market (“Nasdaq”).
The deficiency cited by Nasdaq in the Notice is
the result of the previously-announced resignation of Mr. Randy
Millian from the board of directors of the Company (the “Board”)
and the audit committee of the Board. With the resignation of Mr.
Millian, the Company is currently not in compliance with Nasdaq
Listing Rule 5605(c)(2)(A) requiring three independent members on
its audit committee.
The Notice indicated that, consistent with
Nasdaq Listing Rule 5605(c)(4), Nasdaq will provide the Company a
cure period in order to regain compliance until the earlier of the
Company’s next annual shareholders’ meeting or December 30, 2024
or, if the next annual shareholders’ meeting is held before June
26, 2024, then the Company must evidence compliance no later than
June 26, 2024. The Company is actively searching for an additional
independent director and expects to fill the current vacancy and
appoint a third independent director to the Board and the audit
committee as soon as possible and within the cure period.
About Nuvini
Headquartered in São Paulo, Brazil, Nuvini is
the leading private serial software business acquirer in Latin
America. The Nuvini Group acquires software companies within SaaS
markets in Latin America. It focuses on acquiring profitable
“business-to-business” SaaS companies with a consolidated business
model, recurring revenue, positive cash generation and relevant
growth potential. The Nuvini Group enables its acquired companies
to provide mission-critical solutions to customers within its
industry or sector. Its business philosophy is to invest in
established companies and foster an entrepreneurial environment
that would enable companies to become leaders in their respective
industries. The Nuvini Group’s goal is to buy, retain and create
value through long-term partnerships with the existing management
of its acquired companies. To date, Nuvini Group’s portfolio of
SaaS companies consists of Effecti Tecnologia Web Ltda., Leadlovers
Tecnologia Ltda., Ipê Tecnologia Ltda., Dataminer Dados,
Informações e Documentos Ltda., OnClick Sistemas de Informação
Ltda., Simplest Software Ltda. and SmartNX Tecnologia Ltda.
For more information, visit www.nuvini.co
Forward-Looking Statements
Some of the statements contained in this press
release include or may include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created by
those laws. These forward-looking statements include, but are not
limited to, statements regarding the expectations, hopes, beliefs,
intentions or strategies regarding the future. The forward-looking
statements contained in this press release are based on current
expectations and beliefs concerning future developments and their
potential effects on Nuvini. There can be no assurance that future
developments affecting Nuvini will be those that we have
anticipated. Where a forward-looking statement expresses or implies
an expectation or belief as to future events or results, such
expectation or belief is expressed in good faith and believed to
have a reasonable basis. All statements other than statements of
historical fact may be forward-looking statements. The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,”
“forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,”
“may,” “likely,” “plan,” “probably” or similar words may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements contained in this press release include, but are not
limited to, statements about the ability of Nuvini to: realize the
benefits expected from this strategic partnership; achieve
projections and anticipate uncertainties relating to the business,
operations and financial performance of Nuvini, including (i)
expectations with respect to financial and business performance,
including financial projections and business metrics and any
underlying assumptions, (ii) expectations regarding market size,
future acquisitions, partnerships or other relationships with third
parties, (iii) expectations on Nuvini’s proprietary technology and
related intellectual property rights, and (iv) future capital
requirements and sources and uses of cash, including the ability to
obtain additional capital in the future; enhance future operating
and financial results; comply with applicable laws and regulations;
stay abreast of modified or new laws and regulations applying to
its business, including privacy regulation; anticipate rapid
technological changes; and effectively respond to general economic
and business conditions.
While forward-looking statements reflect
Nuvini’s good faith beliefs, they are not guarantees of future
performance. Nuvini disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in
underlying assumptions or factors, new information, data or
methods, future events or other changes after the date of this
press release, except as required by applicable law. For a further
discussion of these and other factors that could cause Nuvini's
future results, performance or transactions to differ significantly
from those expressed in any forward-looking statement, please see
the section “Risk Factors” of the Form F-4 most recently filed by
Nuvini with the U.S. Securities and Exchange Commission. You should
not place undue reliance on any forward-looking statements, which
are based only on information currently available to Nuvini.
For further information or media inquiries regarding this
partnership, please contact:
Nuvini Investor ContactCamilla Carrapatosoir@nuvini.co
Nuvini Media Contact:Gregory FCA for NuviniMatt McLoughlinSenior
Vice Presidentmatt@gregoryfca.com
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