Core Scientific, Inc 8-K/A, filed Dec 30, 2022
Core Scientific, Inc. (CORZ)
About this 8-K/A
Core Scientific, Inc filed this 8-K/A on December 30, 2022, reporting on events of December 22, 2022.
Items reported
- Item 3.01: Delisting notice or listing transfer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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(Amendment No. 1)
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Explanatory Note
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 22, 2022, the Company received written notice (the “Delisting Notice”) from Nasdaq notifying the Company that, as a result of the Company’s announcement that it had filed for protection under Chapter 11 of the U.S. Bankruptcy Code (the “Chapter 11 Cases”), and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined that the Company’s common stock (the “Securities”) will be delisted from Nasdaq. Trading of the Securities will be suspended at the opening of business on January 3, 2023. A Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Securities from listing and registration on Nasdaq, unless the Company requests an appeal of this determination. In the Delisting Notice, the staff of Nasdaq referenced concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq and public interest concerns related to the Chapter 11 Cases. The Delisting Notice also indicates that the Company may appeal Nasdaq’s determination pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series.
As previously disclosed, on December 13, 2022, the Company received written notice from Nasdaq notifying the Company that, because the closing bid price for the Company’s Securities has fallen below $1.00 per share for 30 consecutive business days, the Company no longer meets the minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”).
On December 29, 2022, the Company requested an appeal of Nasdaq’s determination and a hearing before a Nasdaq hearings panel. The Company’s request will not impact the upcoming suspension of trading in the Securities. The Company will address the Delisting Notice and the Company’s compliance with the Bid Price Requirement at the hearing. There can be no assurance that the Company’s appeal will be successful or that the Company will continue the appeal process.
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 hereunto duly authorized.
| Core Scientific, Inc. | ||||||
| Date: December 30, 2022 | By: | /s/ Todd M. DuChene | ||||
| Name: | Todd M. DuChene | |||||
| Title: | President and Chief Legal Officer | |||||