Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
As previously disclosed, on May 2, 2023, NantHealth, Inc. (the "Company")
received written notice (the "Notice") from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company
has not regained compliance with the minimum $15,000,000 market value of
publicly held shares requirement for continued listing on the Nasdaq Global
Select Market pursuant to Nasdaq Listing Rule 5450(b)(2)(C) (the "Public Float
Requirement") prior to May 1, 2023, which was 180 calendar days after the
Company received the initial deficiency letter from Nasdaq on October 31, 2022
regarding the Public Float Requirement (the "Compliance Period"). The Notice
indicated that Company's common stock would be suspended from trading on Nasdaq
on May 11, 2023 unless the Company timely requested a hearing before the Nasdaq
Hearings Panel (the "Panel"). On May 8, 2023, the Company timely requested a
hearing before the Panel, which temporarily stayed the suspension of trading and
delisting of the Company's common stock from Nasdaq. The hearing was scheduled
for June 8, 2023.
After additional consideration, the Company has determined that it is no longer
in its best interest to pursue continued listing of its common stock on the
Nasdaq Global Select Market and withdrew its request for a hearing on May 19,
2023. On May 22, 2023, the Company received notice from Nasdaq that its shares
will be suspended at the open of business on May 24, 2023. Nasdaq is expected to
file a Form 25 Notification of Delisting with the Securities Exchange Commission
when all internal procedural periods have run.
The Company expects and plans for its shares of common stock to be quoted by the
OTC Markets Group, Inc. ("OTC") upon being delisted from Nasdaq and has
submitted an application to have its securities traded on the OTCQB Venture
Market ("OTCQB") of OTC. While the Company intends to have its common stock
quoted on the OTCQB, the Company's common stock may temporarily trade on OTC
Pink until the transfer to OTCQB is finalized.
The Company will continue to remain a reporting company under the Securities
Exchange Act of 1934, as amended, and the transition to OTCQB is not expected to
affect the Company's business operations. The Company will make additional
disclosures relating to post-suspension trading as that information becomes
available.
Forward-Looking Statements:
In addition to historical information, this Current Report on Form 8-K contains
or may imply forward-looking statements within the meaning of the federal
securities laws, such as any implication that the Company's shares will be
eligible to transfer to, and subsequently be quoted on, the OTCQB. Such
forward-looking statements include projections regarding the Company's beliefs
and expectations about future performance and, in some cases, may be identified
by words like "anticipate," "assume," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict,"
"project," "future," "will," "seek" and similar terms or phrases. These
statements are based on the Company's beliefs and assumptions, which in turn are
based on information available as of the date of this Current Report on Form
8-K. Forward-looking statements involve known and unknown risks and
uncertainties, which could cause actual results to differ materially from those
contained in any forward-looking statement and could harm the Company's
business, prospects, results of operations, liquidity and financial condition
and cause its stock price to decline significantly. Many of these factors are
beyond the Company's ability to control or predict. Important factors that could
cause the Company's actual results to differ materially from those indicated in
the forward-looking statements include, among others: the ability to meet the
initial listing requirements for the OTCQB or the ability to continue to meet
OTCQB continued listing compliance standards once quoted on the OTCQB, and the
events and risks referenced in the sections titled "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2022 and
subsequent Quarterly Reports on Form 10-Q and in other documents filed or
furnished with the Securities and Exchange Commission. As a result of these
factors, actual results may differ materially from those indicated or implied by
forward-looking statements. Our forward-looking statements do not reflect the
potential impact of any acquisitions, mergers, dispositions, business
development transactions, joint ventures or investments we may enter into or
make in the future. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. These forward-looking statements
are made only as of the date hereof and the Company undertakes no obligation to
update or revise publicly any forward-looking statements, except as required by
law. New factors emerge from time to time, and it is not possible for us to
predict all such factors.
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