Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on September 7, 2021 U.S. Well Services, Inc. (the
"Company") received written notice from the Nasdaq Stock Market LLC ("Nasdaq")
indicating that the Company had failed to maintain compliance with the minimum
bid requirement under Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). The
Company appealed that determination pursuant to procedures set forth in the
Nasdaq rules. The Company's appeal was heard by a Nasdaq Hearings Panel (the
"Panel") on October 14, 2021. On October 22, 2021, the Company received a letter
from the Nasdaq notifying the Company that it had regained compliance with the
Bid Price Rule. Accordingly, the Panel determined to continue the listing of the
Company's shares of Class A common stock on the Nasdaq. The Panel determined to
impose a monitoring period (the "Panel Monitor"), pursuant to Listing Rule
5815(d)(4)(A). According to the relevant terms of the Panel Monitor, in the
event that the Company's common stock demonstrates a closing bid price of less
than $1.00 per share for thirty (30) consecutive days during the monitoring
period, the Company will receive written notice from Nasdaq absent a 180-day
grace period typically afforded by Nasdaq rules, and be subject to delisting at
that time.
On June 3, 2022, the Company received written notice from Nasdaq that the
Company had failed to maintain compliance with the Bid Price Rule for thirty
(30) consecutive trading days and would therefore be subject to delisting at the
opening of business on June 14, 2022 unless it requests a hearing to appeal that
determination. The Company intends to appeal this determination pursuant to
procedures set forth in the Nasdaq rules.
In order to regain compliance with the Bid Price Rule, the Company expects to
implement a reverse stock split in the coming weeks. At the Annual Meeting of
Stockholders held on May 20, 2022 (the "Annual Meeting"), the stockholders of
the Company approved a proposal to authorize the Board of Directors of the
Company (the "Board"), in its discretion, to implement a reverse stock split of
the Company's common stock, par value $0.0001 per share, at a range of ratios
set forth in the Proxy Statement for the Annual Meeting. The Company will
announce the ratio, as determined by the Board, at a later date.
Forward-Looking Statements
The information above includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included herein are forward-looking statements.
These forward-looking statements may be identified by their use of terms and
phrases such as "may," "expect," "believe," "intend," "estimate," "project,"
"plan," "anticipate," "will," "should," "could," and similar terms and phrases.
Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, they do involve certain assumptions,
risks and uncertainties. These forward-looking statements represent the
Company's current expectations or beliefs concerning future events, and it is
possible that the results described in this Current Report on Form 8-K will not
be achieved. For example, there can be no assurance that the Company will meet
the bid price requirement as a result of the proposed Reverse Split or otherwise
in the future, meet Nasdaq compliance standards, or that Nasdaq will grant the
Company any relief from delisting as necessary or whether the Company can agree
to or ultimately meet applicable Nasdaq requirements for any such relief. These
forward-looking statements are subject to certain risks, uncertainties and
assumptions identified in this release or as disclosed from time to time in the
Company's filings with the SEC. Factors that could cause actual results to
differ from the Company's expectations include changes in market conditions and
other factors described in the Company's public disclosures and filings with the
SEC, including those described under "Risk Factors" in its Annual Report on Form
10-K for the year ended December 31, 2021 filed on March 30, 2022 and in its
quarterly reports on Form 10-Q.
As a result of these factors, actual results may differ materially from those
indicated or implied by forward-looking statements. Any forward-looking
statement speaks only as of the date on which it is made, and, except as
required by law, the Company does not undertake any obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time, and it is not
possible for us to predict all such factors.
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