Form 8-K - Current report
12 Dezember 2023 - 9:50PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) December 6, 2023
AERWINS
Technologies Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40734 |
|
86-2049355 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
Shiba
Koen Annex 6 f, Shiba Koen 3-chome, Minato-ku,
Tokyo
Japan |
|
105-0011 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code +813-6409-6761
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common
Stock, $0.000001 par value per share |
|
AWIN |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
AWINW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June
13, 2023, on June 8, 2023, AERWINS Technologies Inc. (the “Company”) received a deficiency letter from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in
compliance with Nasdaq Listing Rule 5450(b)(2)(A) for continued listing on The Nasdaq Global Market, as the market value of the Company’s
listed securities was less than $50,000,000 (the “MVLS Requirement”) for the previous 30 consecutive business days and the
Company does not meet any of the alternative listing requirements. In accordance with Listing Rule 5810(c)(3)(C), the Company was provided
180 calendar days, or until December 5, 2023, to regain compliance with the MVLS Requirement. As of the date of this Current Report on
Form 8-K, the Company remains out of compliance with the MVLS Requirement.
As
previously disclosed on a Current Report on Form 8-K filed with the SEC on September 13, 2023, on September 8, 2023, the Company also
received a deficiency letter from Nasdaq notifying the Company that the listing of its common stock was not in compliance with the minimum
Market Value of Publicly Held Shares (the “MVPHS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued
listing on Nasdaq. Nasdaq Listing Rule 5450(b)(2)(C) requires the minimum MVPHS of $15,000,000, and Nasdaq Listing Rule 5810(c)(3)(D)
provides that a failure to meet the minimum MVPHS requirement exists if the deficiency continues for a period of 30 consecutive business
days. Based on the MVPHS of the Company’s common stock between July 27, 2023 and September 7, 2023, the Company no longer met the
minimum MVPHS requirement. As of the date of this Current Report on Form 8-K, the Company remains out of compliance with Nasdaq Listing
Rule 5450(b)(2)(C).
As
previously disclosed on a Form 8-K filed with the SEC on October 23, 2023, on October 18, 2023, the Company received a letter from Nasdaq
notifying the Company that Nasdaq has determined to delist the Company’s common stock and warrants from Nasdaq due to the Company
not having regained compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”) during the 180-calendar-day
period (the “Compliance Period”) following the deficiency letter the Company received from the Staff on April 20, 2023, regarding
the Company’s noncompliance with the Minimum Bid Requirement, the receipt of which the Company previously disclosed on a Current
Report on Form 8-K filed with the SEC on April 21, 2023. The Minimum Bid Requirement requires Nasdaq-listed securities to maintain a
minimum bid price of $1.00 per share, and for the Company to regain compliance with the Minimum Bid Requirement, the closing bid price
of the Company’s common stock would have had to have been at least $1.00 per share for a minimum of ten consecutive business days
during the Compliance Period (Nasdaq has the discretion to monitor a company for as long as 20 consecutive business days before deeming
the company in compliance).
As
previously disclosed on a Form 8-K filed with the SEC on November 28, 2023, on November 21, 2023, the Company received an Additional
Staff Delisting Determination (the “November 28 Additional Staff Determination”) from Nasdaq pursuant to the Listing Rule
5250(c)(1). The November 28 Additional Staff Determination noted that the Company was delinquent in filing its Form 10-Q for the period
ended September 30, 2023 (the “Q3 2023 Form 10-Q”). On November 28, 2023, the Company filed its Q3 2023 Form 10-Q.
On
December 6, 2023, the Company received written notice (the “Delisting Determination Letter”) from Nasdaq stating that the
Company has not regained compliance with the MVLS Requirement. The Delisting Determination Letter was Nasdaq’s formal notification
to the Company that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding
the Company’s continued listing on The Nasdaq Global Market. Pursuant to Listing Rule 5810(d), the Company is permitted to present
its views with respect to this additional deficiency at its Panel hearing. If the Company fails to address the aforementioned issue,
the Panel will consider the record as presented at the hearing and will make its determination based upon that information.
As
previously disclosed on a Form 8-K filed with the SEC on November 28, 2023, the Company requested a hearing before the Panel. The hearing
request automatically stays the suspension and/or delisting of the Company’s securities pending completion of the hearing and the
expiration of any additional extension period granted by the Panel following the hearing. The Company intends to present at the hearing
a plan to regain compliance with all the continued listing requirements on The Nasdaq Global Market. However, there can be no assurance
that the Panel will grant the Company’s request or that the Company will ultimately regain compliance with all applicable requirements
for continued listing.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
December 12, 2023 |
AERWINS
Technologies Inc. |
|
|
|
|
By:
|
/s/
Kiran Sidhu |
|
|
Kiran
Sidhu |
|
|
Executive
Chairman |
v3.23.3
Cover
|
Dec. 06, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 06, 2023
|
Entity File Number |
001-40734
|
Entity Registrant Name |
AERWINS
Technologies Inc.
|
Entity Central Index Key |
0001855631
|
Entity Tax Identification Number |
86-2049355
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
Shiba
Koen Annex 6 f
|
Entity Address, Address Line Two |
Shiba Koen 3-chome
|
Entity Address, Address Line Three |
Minato-ku
|
Entity Address, City or Town |
Tokyo
|
Entity Address, Country |
JP
|
Entity Address, Postal Zip Code |
105-0011
|
City Area Code |
+813
|
Local Phone Number |
6409-6761
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock, $0.000001 par value per share |
|
Title of 12(b) Security |
Common
Stock, $0.000001 par value per share
|
Trading Symbol |
AWIN
|
Security Exchange Name |
NASDAQ
|
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
Title of 12(b) Security |
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
|
Trading Symbol |
AWINW
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Security Exchange Name |
NASDAQ
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