Sono Group Receives Notice of Delisting from Nasdaq
July 18 2023 - 4:30PM
On July 12, 2023, solar tech company Sono Group N.V. (NASDAQ: SEV)
(“Sono Group” or the “Company”) received a notice (the “Notice”)
from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the staff
of the Listing Qualifications Department (the “Staff”) has
determined that the Company’s securities will be delisted from
Nasdaq in accordance with Listing Rules 5101, 5110(b) and
IM-5101-1. The Notice further states that trading of the Company’s
common shares will be suspended at the opening of business on July
21, 2023, and a Form 25-NSE will be filed with the Securities and
Exchange Commission (the “SEC”), which will remove the Company’s
securities from listing and registration on Nasdaq. The Company has
requested a hearing before the Nasdaq Hearings Panel to appeal the
Staff’s determination.
The Staff’s determination was based on the
following factors: the associated public interest concerns raised
by the Company’s announcement that it had applied to the insolvency
court of Munich, Germany, to permit the opening of a
self-administration proceeding with respect to the Company pursuant
to Section 270 et seqq. of the German Insolvency Code; 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
Nasdaq.
The Notice further states that the Company’s
failure to file its Form 20-F for the year ended December 31, 2022
(the “2022 20-F”), which was due on May 1, 2023, with the SEC and
Nasdaq and resultant failure to comply with Nasdaq’s filing
requirement as set forth under Listing Rule 5250(c)(1) serves as an
additional and separate basis for delisting.
As previously disclosed in its Form 6-Ks filed
with the SEC on March 22, 2023, April 21, 2023 and May 8, 2023, the
Company currently does not meet the continued listing criteria set
forth in Nasdaq Rules 5450(a)(1), 5605(c)(2)(A) and 5250(c)(1). On
March 20, 2023, the Company received a letter from the Staff
notifying the Company that the bid price of its common shares had
closed below $1.00 per share for 30 consecutive business days and,
accordingly, that the Company did not comply with 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. On
May 3, 2023, the Company received a notice from the Staff stating
that because the Company has not yet filed its 2022 20-F, the
Company is no longer in compliance with Nasdaq Listing Rule
5250(c)(1), which requires listed companies to timely file all
required periodic financial reports with the SEC.
This announcement is made in compliance with
Nasdaq Listing Rule 5810(b), which requires prompt disclosure of
receipt of a deficiency notification.
ABOUT SONO MOTORSSono Group is on a mission to
fundamentally revolutionize global mobility. The Company’s mission
is to equip every vehicle with solar cells. The Company’s
breakthrough proprietary solar technology is designed to integrate
seamlessly into a wide range of vehicle types – including cars from
other OEMs, buses, refrigerated vehicles and RVs. This may increase
ranges, lower fuel costs and reduce CO2 emissions, paving the way
for climate-friendly mobility.
CONTACTPress:press@sonomotors.com |
www.sonomotors.com/press
Investors:ir@sonomotors.com |
ir.sonomotors.com
FORWARD LOOKING STATEMENTSThis press release
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 our 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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