8-K: SES AI Corporation Notified by NYSE for Non-Compliance with Listing Standards Due to Low Share Price

SES AI Corporation received a notice from the NYSE for failing to meet the minimum average closing price requirement of $1.00 per share over a 30-day trading period.

Summary

• SES AI Corporation was notified by the New York Stock Exchange (NYSE) on March 7, 2025, that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual.
• The non-compliance is due to the average closing price of the company's Class A common stock being less than $1.00 over a consecutive 30 trading-day period.
• The notice does not immediately delist the company's stock from the NYSE.
• SES AI intends to notify the NYSE of its plan to regain compliance.
• The company has a six-month period to regain compliance, where the closing share price must be at least $1.00 on the last trading day of any calendar month and the average closing share price must be at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
• SES AI is considering alternatives to cure the stock price non-compliance, including actions that may require stockholder approval, such as a reverse stock split.
• The company's Class A common stock will continue to be listed and trade on the NYSE during this period, subject to compliance with other NYSE continued listing standards.
• SES AI may use its website as a distribution channel of material company information.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the non-compliance notice from the NYSE, but the company is taking steps to address the issue.

Positives

• The notice does not result in immediate delisting of the company's stock.
• SES AI intends to regain compliance with the NYSE continued listing standard.
• The company has a six-month period to regain compliance.
• The company is considering alternatives to cure the stock price non-compliance.

Negatives

• SES AI's Class A common stock average closing price was less than $1.00 over a consecutive 30 trading-day period.
• The company is not in compliance with Section 802.01C of the NYSE Listed Company Manual.

Risks

• The company may not be able to regain compliance with the NYSE continued listing standards within the applicable cure period.
• The company's stock price may continue to be volatile.
• The company may not be able to continue to comply with the applicable listing standards of the NYSE.
• The company's plans, intentions and expectations reflected in or suggested by these forward-looking statements may not be achieved or realized.

Future Outlook

SES AI intends to regain compliance with NYSE listing standards and is considering alternatives to cure the stock price deficiency, including actions that may require stockholder approval.

Industry Context

The notice to SES AI highlights the challenges faced by companies in the competitive and rapidly evolving battery technology sector, where maintaining investor confidence and meeting listing requirements are crucial for long-term success. Other companies in the sector such as QuantumScape, Solid Power, and StoreDot also face similar pressures to demonstrate technological and commercial progress to maintain their stock valuations.

Comparison to Industry Standards

• Many companies in the EV and battery technology space, especially those that went public via SPAC mergers, have faced stock price volatility and potential listing compliance issues.
• For example, companies like Nikola and Lordstown Motors have also faced challenges in maintaining their stock prices above $1.00.
• SES AI's situation is not unique, and its ability to regain compliance will be closely watched by investors and analysts in the sector.

Stakeholder Impact

• Shareholders may experience concern due to the stock price decline and potential delisting.
• Employees may be affected by potential cost-cutting measures or restructuring efforts to improve financial performance.
• Customers and suppliers may be concerned about the company's long-term viability.

Next Steps

• SES AI will notify the NYSE of its intent to regain compliance.
• SES AI will consider available alternatives to cure the stock price non-compliance.
• SES AI may take action that will require stockholder approval at its next annual meeting of stockholders.

Key Dates