8-K: Bollinger Innovations Delists from Nasdaq, Moves to OTC

Bollinger Innovations, Inc. announced its delisting from The Nasdaq Capital Market due to non-compliance with listing rules, with trading commencing on the OTCID market on October 13, 2025.

Summary

• Bollinger Innovations, Inc. (BINI) received notification on October 8, 2025, that its securities will be suspended from trading on Nasdaq at the open of trading on Monday, October 13, 2025.
• The delisting stems from the company's failure to meet Nasdaq Listing Rule 5550(b)(2), which requires a minimum Market Value of Listed Securities (MVLS) of $35.0 million.
• The company was initially notified of non-compliance on February 25, 2025, and failed to regain compliance by the August 25, 2025 deadline.
• Bollinger Innovations withdrew its request for a hearing to appeal the delisting determination.
• Effective October 13, 2025, the company's common stock will commence trading on the OTCID market of the OTC Markets under the ticker symbol BINI.
• The company will remain subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934.
• On September 30, 2025, the company filed Certificates of Amendment to its Series F and Series G Convertible Preferred Stock designations.
• The authorized shares of Series F Convertible Preferred Stock were increased from 30,335 to 103,539, and three new serial designations (F-10, F-11, F-12) were created.
• The authorized shares of Series G Convertible Preferred Stock were increased from 116,365 to 126,460.
• The definition of 'Exchange Agreement' was amended for both Series F and G Preferred Stock to include an agreement dated September 30, 2025.

Sentiment

Score: 3

Explanation: The delisting from Nasdaq is a significant negative event, indicating a failure to meet listing standards. While management attempts to frame the move to OTC Markets as a strategic, cost-saving measure, the immediate implications for liquidity and investor confidence are generally adverse. The increase in authorized preferred shares also introduces potential future dilution.

Positives

• The company anticipates that moving to the OTC Markets will significantly reduce administrative burden and save expenses, allowing for reinvestment into accelerating its business strategy.
• The transition is expected to provide operational flexibility to execute the overall business strategy of expanding its commercial EV market footprint.
• The company believes the move should allow for a continued orderly trading market for its common stock on the OTC Markets.
• The company plans to evaluate various market tiers within OTC Markets, including OTCQB, and a possible return to a national exchange in the future.
• Plans are in place to apply for listing on an international exchange, such as the Alternative Investment Market (AIM) of the London Stock Exchange, to provide global trading coverage.

Negatives

• The company failed to maintain the minimum $35.0 million Market Value of Listed Securities required for continued listing on The Nasdaq Capital Market.
• Delisting from Nasdaq typically results in reduced liquidity and visibility for the company's stock.
• The withdrawal of the appeal for delisting indicates an inability or unwillingness to meet Nasdaq's continued listing standards.

Risks

• Uncertainty regarding whether the company will satisfy the listing qualifications of another market of the OTC Markets, including the OTCQB.
• Uncertainty about the impact the move from Nasdaq to the OTC Markets will have on the company.
• No guarantee that brokers will continue to make a market in the company's common stock or that trading will continue on the OTC Markets or otherwise.
• Uncertainty regarding the potential benefits to be realized by the transfer of its listing to the OTC Markets and whether eliminating the effort and cost required to maintain compliance with Nasdaq's continued listing standards will better enable it to focus on its business strategy.
• Uncertainty whether the company will satisfy the listing criteria and be approved for trading on an international stock exchange or be able to return to a U.S. national exchange in the future.
• Ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed.
• Ability to maintain existing, and secure additional, contracts with manufacturers, parts and other service providers relating to its business.
• Ability to successfully expand in existing markets and enter new markets.
• Ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies.
• Unanticipated operating costs, transaction costs and actual or contingent liabilities.
• Ability to attract and retain qualified employees and key personnel.
• Adverse effects of increased competition on the business.
• Changes in government licensing and regulation that may adversely affect the business.
• Risk that changes in consumer behavior could adversely affect the business.
• Ability to protect its intellectual property.
• Local, industry and general business and economic conditions.

Future Outlook

The company plans to continue evaluating various market tiers available within OTC Markets, including the OTCQB, and potentially return to a U.S. national exchange in the future. Additionally, it intends to apply for listing its securities on an international exchange, such as the Alternative Investment Market (AIM) of the London Stock Exchange, to provide global trading coverage. Management expects to better allocate financial resources by saving on higher exchange fees, enabling greater operational flexibility to execute its business strategy and expand its commercial EV market footprint.

Management Comments

• "Moving to the OTC Markets is a logical and financially prudent step for Bollinger Innovations. It allows us to significantly reduce our administrative burden, directly reinvesting those savings into accelerating our business strategy. We remain fully committed towards our investors as we continue our growth forward." David Michery, CEO and Chairman of Bollinger Innovations and Bollinger Motors.

Industry Context

Bollinger Innovations operates in the rapidly evolving commercial electric vehicle (EV) market, focusing on urban last-mile delivery and service vehicles. Its product lineup includes the Mullen ONE (Class 1 EV cargo van), Mullen THREE (Class 3 EV cab chassis truck), and the Bollinger B4 chassis cab (Class 4 commercial truck). The company highlights its U.S.-based manufacturing facility in Mississippi and its compliance with U.S. Federal Motor Vehicle Safety Standards, EPA, and CARB certifications. The strategic pivot to OTC Markets is framed as a way to optimize resources for business expansion in this competitive sector, rather than focusing on the regulatory costs of a major exchange.

Comparison to Industry Standards

• The company failed to meet Nasdaq Listing Rule 5550(b)(2), which requires a minimum Market Value of Listed Securities of $35.0 million, leading to its delisting from a major U.S. national exchange.
• Moving from Nasdaq to the OTC Markets represents a deviation from the listing standards of premier U.S. stock exchanges, which typically offer higher visibility and liquidity compared to OTC platforms.
• The company's vehicles (Mullen ONE, Mullen THREE, Bollinger B4) are stated to be in full compliance with U.S. Federal Motor Vehicle Safety Standards, the Environmental Protection Agency, and California Air Resources Board (CARB) certifications, indicating adherence to product and environmental standards within the EV industry.

Corporate Governance

Stakeholder Impact

• Shareholders: Will experience a move from a major national exchange (Nasdaq) to the OTC Markets, which typically entails reduced liquidity, potentially wider bid-ask spreads, and less institutional investor interest. The increase in authorized preferred shares could lead to future dilution.
• Employees: The company's stated focus on reinvesting savings into business strategy could imply continued operational focus, but the delisting might affect morale or perception.
• Customers/Suppliers: No direct immediate impact mentioned, but a company's financial standing and market perception can indirectly influence business relationships.
• Creditors: The amendments to preferred stock could impact the capital structure, which may be relevant for existing or potential creditors.

Next Steps

• Nasdaq will file a Form 25 Notification of Delisting with the SEC.
• The company will continue to evaluate various market tiers available within OTC Markets, including the OTCQB.
• The company plans to apply to list its securities on an international exchange, such as the Alternative Investment Market (AIM) of the London Stock Exchange.
• The company will continue to focus on its business strategy of expanding its commercial EV market footprint.

Key Dates

Recommendation

The delisting from Nasdaq to the OTC Markets is a significant negative event for Bollinger Innovations. While management frames it as a strategic move for cost savings and operational flexibility, the underlying cause is a failure to meet Nasdaq's continued listing standards. This transition typically leads to reduced liquidity, decreased investor visibility, and a loss of institutional interest, which can negatively impact share price and valuation. The increase in authorized preferred shares, while not an immediate capital raise, provides the company with the capacity for future dilutive financing. Given these factors, a seasoned investor would likely view this as a deterioration in the investment profile, warranting a 'sell' recommendation to mitigate further downside risk associated with OTC trading and the company's inability to maintain a major exchange listing.

Keywords

Bollinger Innovations, BINI, Nasdaq delisting, OTC Markets, Market Value of Listed Securities, MVLS, Preferred Stock, Corporate Governance, Electric Vehicles, EV, Commercial Vehicles, Mullen ONE, Mullen THREE, Bollinger B4