ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.


On January 7, 2020, Stein Mart, Inc. (the "Company") received a letter from the
Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq")
approving the transfer of the listing of the Company's common stock from the
Nasdaq Global Select Market to the Nasdaq Capital Market (the "Approval").
As previously reported on a Current Report on Form 8-K filed with the Securities
and Exchange Commission (the "SEC") on July 8, 2019, the Company received a
letter (the "Notice") from Nasdaq on July 8, 2019 advising the Company that for
30 consecutive trading days preceding the date of the Notice, the bid price of
the Company's common stock had closed below the $1.00 per share minimum required
for continued listing on the Nasdaq Global Select Market under Nasdaq Listing
Rule 5450(a)(1) (the "Minimum Bid Price Requirement"). The Notice stated that
the Company had 180 days, or until January 6, 2020, to demonstrate its
compliance with the Minimum Bid Price Requirement. In response, on December 20,
2019, the Company filed an application to transfer the listing of its common
stock from the Nasdaq Global Select Market to the Nasdaq Capital Market and
request the additional 180-day compliance period offered on that market.
As a result of the Approval, the Company has been granted an additional 180-day
grace period, or until July 6, 2020, to regain compliance with the Minimum Bid
Price Requirement. The Company's common stock will be transferred to the Nasdaq
Capital Market effective as of January 8, 2020, and will continue to trade under
the symbol "SMRT." The Nasdaq Capital Market operates in substantially the same
manner as the Nasdaq Global Select Market, and listed companies must meet
certain financial requirements and comply with Nasdaq's corporate governance
requirements.
To regain compliance with the Minimum Bid Price Requirement and qualify for
continued listing on the Nasdaq Capital Market, the minimum bid price per share
of the Company's common stock must be at least $1.00 for at least ten
consecutive business days during the additional 180-day grace period. If the
Company does not regain compliance during this additional grace period, its
common stock would be subject to delisting by Nasdaq. As part of its transfer
application, the Company notified Nasdaq that if the stock price does not
recover sufficiently during the additional grace period, the Company intends to
take actions to regain compliance with the minimum bid price requirement,
including by effecting a reverse stock split, if necessary.
On January 7, 2020, the Company issued a press release announcing its receipt of
the Approval. A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements
This report contains "forward-looking statements," within the meaning of the
Private Securities Litigation Reform Act of 1995, regarding, among other things,
the Company's plans to regain compliance with the Minimum Bid Price Requirement
and qualify for continued listing on the Nasdaq Capital Market, and the
potential implementation of a reverse stock split. Such forward-looking
statements are based on current expectations and involve inherent risks and
uncertainties, including factors that could delay, divert or change them, and
could cause actual results to differ materially from those projected in the
forward-looking statements. Meaningful factors that could cause actual results
to differ include, but are not limited to, the continued failure of the
Company's common stock to trade at prices above $1.00 per share, the risk of
being delisted from the Nasdaq Capital Market, changes to Nasdaq's listing
standards and other factors discussed in the "Risk Factors" section of the
Company's Form 10-Q for the 39 weeks ended November 2, 2019, filed with the U.S.
Securities and Exchange Commission ("SEC") on December 4, 2019 and the Company's
other filings with the SEC.
The forward-looking statements in this report speak only as of the date of this
report (unless another date is indicated). The Company undertakes no obligation,
and specifically declines any obligation, to publicly update or revise any such
forward-looking statements, whether as a result of new information, future
events or otherwise.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number       Description
  99.1                 Press Release dated January 7, 2020.

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