Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed, Latch, Inc. (the "Company") received delisting
notifications from the Listing Qualifications Department (the "Staff") of The
Nasdaq Stock Market LLC ("Nasdaq") following the Company's failure to timely
file its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30,
2022 and September 30, 2022 (together, the "Delinquent Quarterly Reports") with
the Securities and Exchange Commission (the "SEC").
Additionally, as reported in a Notification of Late Filing on Form 12b-25 filed
with the SEC on April 3, 2023, the Company was unable to timely file its Annual
Report on Form 10-K for the year ended December 31, 2022 (the "Annual Report")
with the SEC due to the ongoing restatement of the Company's consolidated
financial statements for 2019, 2020, 2021, and the first quarter of 2022 (all
such interim and annual periods, the "Affected Periods"). Furthermore, as a
result of the ongoing restatement, the Company does not anticipate timely filing
its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023
(the "First Quarter 2023 Report") with the SEC.
The Company also previously disclosed that it presented a plan to regain
compliance (the "Compliance Plan") with Nasdaq Listing Rule 5250(c)(1) (the
"Listing Rule") at a March 23, 2023 hearing before a Nasdaq Hearings Panel (the
"Panel"). As set forth in the Compliance Plan, the Company intends to regain
compliance with the Listing Rule by filing with the SEC, on or before August 4,
2023, (i) the Annual Report, within which the Company expects to include
restated financial statements for each of the Affected Periods, (ii) the
Delinquent Quarterly Reports, and (iii) the First Quarter 2023 Report.
On April 5, 2023, the Company received a decision from the Panel granting the
Company's request for continued listing on The Nasdaq Global Select Market,
subject to the Company demonstrating compliance with the Listing Rule on or
before August 4, 2023, and certain other conditions.
On April 6, 2023, the Company received an additional notice from the Staff (the
"April Notice") notifying the Company that it is not in compliance with the
Listing Rule as a result of its failure to timely file the Annual Report with
the SEC. The April Notice has no immediate effect on the listing or trading of
the Company's shares of common stock or warrants. However, if the Company fails
to regain compliance with the Listing Rule by August 4, 2023, the Company's
shares of common stock and warrants will be subject to delisting from Nasdaq.
There can be no assurances that the Company will be able to file the Annual
Report, the Delinquent Quarterly Reports, and the First Quarter 2023 Report on
or before August 4, 2023.
Forward-Looking Statements
This Current Report on Form 8-K (this "Report") contains certain forward-looking
statements within the meaning of the federal securities laws, including
statements regarding adoption of the Company's technology and products. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "would," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Forward-looking information includes, but is not limited to,
statements regarding: the Company's future products, performance, and
operations, and the related benefits to stockholders, customers, and residents;
the Company's strategy; the Company's ability to file the Annual Report, the
Delinquent Quarterly Reports, and the First Quarter 2023 Report by August 4,
2023; and the Company's ability to otherwise comply with the Listing Rule. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including the Company's ability to
implement business plans and changes and developments in the industry in which
the Company competes. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of the Company's Annual
Report on Form 10-K filed with the SEC on March 1, 2022, and other documents
filed by the Company from time to time with the SEC. These filings identify and
address other important risks and
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uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and the Company assumes no
obligation to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law, including the securities laws of the United States and the rules and
regulations of the SEC. The Company does not give any assurance that it will
achieve its expectations.
Item 7.01. Regulation FD Disclosure.
On April 11, 2023, the Company issued a press release related to the information
described in Item 3.01 above (the "Press Release"). A copy of the Press Release
is furnished as Exhibit 99.1 to this Report.
The information set forth in Item 7.01, including Exhibit 99.1, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
As discussed above, on April 5, 2023, the Company received the Panel's decision
granting the Company's request for continued listing on the Nasdaq Global Select
Market, subject to the Company demonstrating compliance with the Listing Rule on
or before August 4, 2023, and certain other conditions.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release dated April 11, 2023.
104 Cover Page Interactive Data File, formatted in Inline XBRL (included as
Exhibit 101).
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