Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 4, 2023, NYSE American LLC (the "NYSE American") provided a written
notice to Airspan Networks Holdings Inc. (the "Company" or "Airspan") that the
NYSE American had halted trading in the Company's warrants, each exercisable for
one share of the Company's common stock, ticker symbol MIMO WSC (the
"Warrants"), on the NYSE American due to the low trading price of the Warrants .
On January 6, 2023, the NYSE American provided written notice to the Company and
publicly announced that NYSE Regulation has determined to commence proceedings
to delist the Warrants and that the Warrants are no longer suitable for listing
pursuant to Section 1001 of the NYSE American Company Guide due to the low
trading price of the Warrants.
To effect the delisting, the NYSE American will apply to the Securities and
Exchange Commission (the "SEC") to delist the Warrants pending completion of
applicable procedures. The Company does not intend to appeal the NYSE American's
determination. The Company's common stock, ticker symbol MIMO, and three other
series of warrants, ticker symbols MIMO WS, MIMO WSA, and MIMO WSB, will
continue on the NYSE American.
As of January 9, 2023, the Warrants that previously traded on the NYSE American
under the symbol MIMO WSC may be quoted and traded in the over-the-counter
market under the new ticker symbol MIMOW.
Cautionary Statement Regarding Forward-Looking Statements
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the delisting of the Warrants from the NYSE
American, trading of the Warrants in the over-the-counter market, the continued
listing of the Company's common stock and three other series of warrants on the
NYSE American, and other statements identified by words such as "will likely
result," "are expected to," "will continue," "is anticipated," "estimated,"
"believe," "intend," "plan," "projection," "outlook" or words of similar
meaning. Any such forward-looking statements are based upon the current beliefs
and expectations of Airspan's management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond Airspan's control.
Actual results, performance or achievements may differ materially, and
potentially adversely, from any forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be no assurance
that the forward-looking statements herein will be reflective of future
performance. You are cautioned not to place undue reliance on forward-looking
statements as a predictor of future performance as forward-looking statements
are based on estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which are beyond
Airspan's control, which may include, among other things: the possibility that
Airspan will be unable to satisfy the continued listing requirements of NYSE
American for its other classes of warrants and its common stock and maintain the
listings of such securities on the NYSE American; the possibility of rapid
change in the highly competitive industry in which Airspan operates; changes in
laws and regulations affecting Airspan's business; the risk that Airspan and its
current and future collaborators are unable to successfully develop and
commercialize Airspan's products or services, or experience significant delays
in doing so; the risk that Airspan does not achieve or sustain profitability;
the risk that Airspan will need to raise additional capital to execute its
business plan, which may not be available on acceptable terms or at all;
Airspan's ability to remain in compliance with the financial and other covenants
under its debt agreements; Airspan's ability to continue as a going concern; the
risk that Airspan experiences difficulties in managing its growth and expanding
operations; the risk that third-party suppliers and manufacturers are not able
to fully and timely meet their obligations; the risk of product liability or
regulatory lawsuits or proceedings relating to Airspan's products and services;
and the risk that Airspan is unable to secure its intellectual property. For
further information identifying important factors that could cause actual
results to differ materially from those anticipated in the forward-looking
statements, please refer to the Risk Factors section of Airspan's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2022, and
Airspan's Annual Report on Form 10-K for the year ended December 31, 2021, filed
with the US Securities and Exchange Commission. All information set forth herein
speaks only as of the date hereof in the case of information about Airspan or
the date of such information in the case of information from persons other than
Airspan, and Airspan disclaims any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date
of this communication. Forecasts and estimates regarding Airspan's industry and
end markets are based on sources it believes to be reliable, however there can
be no assurance these forecasts and estimates will prove accurate in whole or in
part.
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Item 7.01 Regulation FD Disclosure.
On January 10, 2023, the Company issued a press release announcing receipt of
the letter from the NYSE American regarding the delisting and suspension of the
Company's warrants.
A copy of the press release is furnished herewith as Exhibit 99.1 and is
incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated January 10, 2023
104 Cover Page Interactive Data File
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