Sono Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)
May 08 2023 - 5:07PM
The solar tech company Sono Group N.V. (NASDAQ: SEV) (“Sono Motors”
or the “Company”) announces that it received a notice (the
“Notice”) on May 3, 2023 from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the
Company has not yet filed its Annual Report on Form 20-F for the
fiscal year ended December 31, 2022 (the “2022 20-F”), the Company
is no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the
“Rule”). The Rule requires listed companies to timely file all
required periodic financial reports with the Securities and
Exchange Commission (the “SEC”).
As the Company previously disclosed in its
Notification of Late Filing on Form 12b-25, filed with the SEC on
May 2, 2023, the delay in filing the 2022 20-F is to allow
additional time for the Company to prepare and review its financial
statements for the year ended December 31, 2022 and have such
financial statements audited.
The Notification has no immediate effect on the
listing of the Company’s ordinary shares (the “Shares”), and the
Shares will continue to trade on the Nasdaq Global Market under the
symbol “SEV.” However, if the Company fails to regain compliance
with the Rule within the specified time period, the Shares will be
subject to delisting from Nasdaq.
Under Nasdaq rules, the Company has 60 calendar
days from receipt of the Notice, or until July 3, 2023, to submit
to Nasdaq a plan to regain compliance with the Rule. If Nasdaq
accepts the Company’s plan, Nasdaq may grant the Company up to 180
calendar days from the prescribed 2022 20-F due date to regain
compliance. If Nasdaq does not accept the Company’s plan, then the
Company will have the opportunity to appeal that decision to a
Nasdaq Hearings Panel.
The Company is working diligently to complete
the 2022 20-F and plans to file its 2022 20-F as promptly as
possible to regain compliance with the Listing Rule.
As previously disclosed in its Form 6-Ks filed
with the SEC on March 22, 2023 and April 21, 2023, the Company
currently does not meet the continued listing criteria contained in
Nasdaq Rules 5450(a)(1) and 5605(c)(2)(A). On March 20, 2023, the
Company received a letter from the Listings Qualifications
Department of Nasdaq notifying the Company that the minimum closing
bid price per share of its common shares 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). On April 21, 2023, the Company notified Nasdaq
that, as a consequence of the resignation of four out of five
members of the Company’s supervisory board, including all
independent supervisory board members, the Company is no longer in
compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires a
listed company to have an audit committee composed of at least
three members, who each meet the criteria for independence set
forth in Rule 10A-4(b)(1) under the Securities Exchange Act of
1934. The Company intends to take all necessary steps to regain
compliance with the Nasdaq Listing Rule 5605(c)(2)(A) by filling
the audit committee vacancies on a timely basis with new members of
its supervisory board, who fulfill the requirements of the Nasdaq
listing rules applicable to audit committee members.
This announcement is made in compliance with
Nasdaq Listing Rule 5810(b), which requires prompt disclosure of
receipt of a deficiency notification.
ABOUT SONO MOTORS
Sono Group N.V. (NASDAQ: SEV) is on a pioneering
mission to accelerate the revolution of mobility by making every
vehicle solar. Sono Motors’ disruptive solar technology has been
engineered to be seamlessly integrated into a variety of vehicle
architectures — including third-party OEM cars, buses, refrigerated
vehicles, and recreational vehicles — to extend range and reduce
fuel costs as well as the impact of CO2 emissions, paving the way
for climate-friendly mobility.
CONTACTMedia:Christian Scheckenbach |
press@sonomotors.com | www.sonomotors.com/press
Investors:Dmitry Lisitsyn | ir@sonomotors.com |
ir.sonomotors.com
FORWARD LOOKING STATEMENTSThis document includes
forward-looking statements. The words "expect", "anticipate",
"intend", "plan", "estimate", "aim", "forecast", "project",
"target", “will” and similar expressions (or their negative)
identify certain of these forward-looking statements. These
forward-looking statements are statements regarding the Company's
intentions, beliefs, or current expectations. Forward-looking
statements involve inherent known and unknown risks, uncertainties,
and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance, or achievements of the Company to
be materially different from those expressed or implied by such
forward looking statements. These risks, uncertainties and
assumptions include, but are not limited to the risks,
uncertainties and assumptions set forth in the Company’s filings
with the U.S. Securities and Exchange Commission (“SEC”), which are
accessible on the SEC’s website at www.sec.gov and on the Company’s
website at ir.sonomotors.com. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control
or estimate precisely, such as the actions of regulators and other
factors. Readers should therefore not place undue reliance on these
statements, particularly not in connection with any contract or
investment decision. Except as required by law, the Company assumes
no obligation to update any such forward-looking statements.
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