8-K: Sonder Holdings Inc. Notified by Nasdaq for Non-Compliance Due to Late Filing of 2024 Annual Report

Sonder Holdings Inc. received a notification from Nasdaq regarding non-compliance with listing rules due to the delayed filing of its 2024 Annual Report on Form 10-K.

Summary

• Sonder Holdings Inc. received a notice from Nasdaq on April 24, 2025, stating that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not file its 2024 Form 10-K on time.
• The company's common stock and warrants continue to trade on the Nasdaq Global Select Market.
• Sonder has 60 days from the notice date to submit a plan to regain compliance.
• Nasdaq may grant an extension of up to 180 days from the original due date of the 2024 Form 10-K, potentially extending the compliance period to October 13, 2025.
• The company intends to submit a compliance plan and take necessary steps to regain compliance as soon as practicable.
• The delay in filing the 2024 Form 10-K is attributed to the time needed to complete customary accounting and internal control processes.
• Sonder is working to complete and file the 2024 Form 10-K as soon as possible.

Sentiment

Score: 4

Explanation: The sentiment is negative due to the notification of non-compliance from Nasdaq, indicating potential financial or operational issues. However, the company's intention to regain compliance and the lack of immediate impact on trading provide some mitigation.

Positives

• The Notice has no immediate effect on the listing or trading of the Company's common stock or publicly traded warrants on the Nasdaq Global Select Market.
• Sonder intends to submit a compliance plan to Nasdaq and take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable.

Negatives

• Sonder is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its 2024 Form 10-K.
• The company's failure to file its annual report on time could raise concerns among investors.

Risks

• There is no assurance regarding the timing of the submission of the compliance plan or the filing of the 2024 Form 10-K.
• Nasdaq may not accept the compliance plan.
• The company may be unable to meet Nasdaq's requirements for continued listing.
• Additional delays in filing the 2024 Form 10-K are possible.
• The company's SEC reports and risk factors in its most recent annual and quarterly reports outline additional risks and uncertainties.

Future Outlook

Sonder plans to submit a compliance plan to Nasdaq and work diligently to complete and file the 2024 Form 10-K as soon as practicable, but provides no assurances as to timing.

Management Comments

• The Company intends to submit a compliance plan to Nasdaq and take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable.
• The filing of the 2024 Form 10-K was delayed due to the matters described in the Form 12b-25, including to allow the Company sufficient time to complete its customary accounting and internal control processes and procedures.
• The Company will continue to work diligently to complete and file the 2024 Form 10-K as soon as practicable.

Industry Context

This announcement reflects the importance of timely financial reporting for publicly listed companies and the consequences of non-compliance with exchange listing rules.

Comparison to Industry Standards

• Many companies face challenges in meeting reporting deadlines, especially when dealing with complex accounting and internal control processes.
• Delays in filing annual reports can lead to scrutiny from investors and regulatory bodies.
• Companies like Sonder must demonstrate a clear plan to regain compliance to maintain their listing status.

Stakeholder Impact

• Shareholders may be concerned about the company's non-compliance with Nasdaq listing rules.
• The delay in filing the annual report could affect investor confidence.
• Employees may experience uncertainty due to the company's financial reporting issues.

Next Steps

• Sonder needs to submit a compliance plan to Nasdaq within 60 days.
• Nasdaq will review the plan and may grant an extension of up to 180 days to regain compliance.
• Sonder must complete and file its 2024 Form 10-K as soon as practicable.

Key Dates

Keywords

Nasdaq, compliance, Form 10-K, Sonder Holdings, delisting, annual report, filing delay