Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
As previously disclosed, on November 9, 2022, iPower Inc., a Nevada corporation
(the "Company"), received a deficiency letter from the Listing Qualifications
Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") notifying the
Company that, for the preceding 30 consecutive business days, the closing bid
price for the Company's common stock was trading below the minimum $1.00 per
share requirement for continued inclusion on The Nasdaq Capital Market pursuant
to Nasdaq Listing Rule 5550(a)(3) (the "Bid Price Requirement"). The
notification received from Nasdaq had no immediate effect on the Company's
Nasdaq listing and the Company's common stock has continued to trade on Nasdaq
under the ticker symbol "IPW."
In accordance with Nasdaq Rules, the Company was provided an initial period of
180 calendar days, or until May 8, 2023 (the "Initial Grace Period"), to regain
compliance with the Bid Price Requirement. Because the Initial Grace Period was
coming to an end and the Company had yet to regain compliance, at the beginning
of May 2023, the Company submitted a request for an additional 180-day extension
(the "Additional Grace Period") to Nasdaq to allow the Company additional time
to regain compliance. On May 9, 2023, Nasdaq granted the Company's request for
an Additional Grace Period, or through November 3, 2023, to regain compliance.
As a result, if at any time before the end of the Additional Grace Period the
closing bid price for the Company's common stock is at least $1.00 for a minimum
of 10 consecutive trading days, the Staff will provide the Company written
confirmation of compliance with the Bid Price Requirement. If, however, the
Company does not regain compliance with the Bid Price Requirement during the
Additional Grace Period, the Company will need to complete a reverse stock split
to regain compliance. At the Company's most recent annual meeting, held April
26, 2023, a majority of the Company's stockholders approved (the "Stockholder
Approval") the ability of the Company's board of directors to effectuate a
reverse stock split of between 1-for-2 or 1-for-4 shares of common stock (the
"Reverse Stock Split"), which the Company believes will be adequate to bring the
Company back into to compliance with the Bid Price Requirement should the
Company be unable to timely regain compliance through market forces alone.
Notwithstanding the aforementioned Stockholder Approval to effectuate the
Reverse Stock Split, in the event the Company does not regain compliance with
the Bid Price Requirement during the Additional Grace Period, the Staff will
provide written notification to the Company that its common stock will be
subject to delisting. At such time, the Company may appeal the Staff's delisting
determination to a Nasdaq Hearings Panel. There can be no assurance that the
Company will regain compliance or otherwise maintain compliance with any of the
other listing requirements. Nonetheless, the Company intends to monitor the
closing bid price of its common stock and may, if appropriate, consider
available options, including effectuating the Reverse Stock Split, in order to
regain compliance with the Bid Price Requirement and maintain its Nasdaq
listing.
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