SPI
Spi Energy Co, LTD
NASDAQ
8-K: SPI Energy Faces Nasdaq Delisting After Failing to Meet Compliance Standards
Sentiment:
Delisting Notice
23 October 2024 4:33 PM
SPI Energy Co., Ltd. has received a delisting determination from Nasdaq due to non-compliance with listing rules regarding minimum share price and timely financial reporting.
Worse than expected
The company received a delisting notice from Nasdaq due to non-compliance with listing rules, indicating worse than expected performance.
Delay expected
The company failed to file its Form 10-K for 2023 and Form 10-Q for Q1 and Q2 2024 by the required deadlines.
Summary
- SPI Energy Co., Ltd. received a notification from Nasdaq regarding its non-compliance with Listing Rule 5550(a)(2), which pertains to maintaining a minimum share price.
- The company also failed to meet the terms of an exception for demonstrating compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports with the SEC.
- Specifically, SPI Energy did not file its Form 10-K for the year ended December 31, 2023, and its Form 10-Q for the periods ended March 31, 2024, and June 30, 2024, by the October 14, 2024 deadline.
- These failures serve as separate and additional bases for the potential delisting of the company's securities from Nasdaq.
- SPI Energy has requested a hearing before the Nasdaq Hearings Panel to appeal the Staff's determination.
- The delisting determination has no immediate effect on the listing of the company's common stock on the Nasdaq Capital Market.
- Hearings before the Panel are typically scheduled to occur approximately 30-45 days after the date of the hearing request.
- A request for a hearing regarding a delinquent filing will stay the suspension of the company's securities for only 15 days from the date of the request.
Sentiment
Score: 3
Explanation: The sentiment is negative due to the delisting notice and non-compliance issues. While the company is appealing, the situation presents significant risks.
Positives
- The delisting determination does not have an immediate effect on the listing of the company's common stock on the Nasdaq Capital Market.
- The company has requested a hearing before the Nasdaq Hearings Panel, which provides an opportunity to appeal the delisting decision.
Negatives
- SPI Energy has received a delisting notice from Nasdaq due to non-compliance with listing rules.
- The company failed to maintain the minimum share price required by Nasdaq Listing Rule 5550(a)(2).
- SPI Energy also failed to file its Form 10-K for 2023 and Form 10-Q for Q1 and Q2 2024 by the required deadlines.
- The company's securities could be suspended from trading if the appeal is unsuccessful.
Risks
- There is a risk that SPI Energy will not be able to regain compliance with Nasdaq listing rules.
- The company's securities could be delisted from Nasdaq if the appeal to the Hearings Panel is unsuccessful.
- The company faces potential suspension of trading if the appeal is not successful.
- Failure to file required financial reports could lead to further regulatory scrutiny.
Future Outlook
The company plans to fulfill each of the conditions as stated in the Staff Determination, apply to the Panel for the hearing and the comply with the procedures for the Panel hearing. There is no guarantee that the company will regain compliance with the listing rules or that Nasdaq will grant any relief from delisting.
Management Comments
- The Company plans to fulfill each of the conditions as stated in the Staff Determination.
- The Company will apply to the Panel for the hearing and comply with the procedures for the Panel hearing.
Industry Context
This announcement highlights the challenges faced by companies in the renewable energy sector in maintaining compliance with stock exchange listing requirements, particularly in the face of financial reporting delays. It is not uncommon for companies to face delisting notices due to non-compliance, especially during periods of rapid growth or financial instability.
Comparison to Industry Standards
- Many companies in the renewable energy sector have faced similar challenges with Nasdaq compliance, particularly regarding minimum share price and timely financial reporting.
- Companies like SunPower and First Solar have also experienced periods of volatility and scrutiny, but have generally maintained compliance with listing requirements.
- The failure to file multiple quarterly reports is a significant issue and is not typical for established companies in the sector.
- The 15 day stay on suspension is a standard procedure for companies appealing a delisting notice.
Stakeholder Impact
- Shareholders face the risk of delisting and potential loss of investment.
- Employees may experience uncertainty about the company's future.
- Customers and suppliers may be concerned about the company's stability.
Next Steps
- The company will appeal the Staff's determination to the Nasdaq Hearings Panel.
- The company will attempt to regain compliance with Nasdaq listing rules.
- The company will comply with the procedures for the Panel hearing.
Key Dates
- December 31, 2023: End of the fiscal year for which the Form 10-K was not filed.
- March 31, 2024: End of the first quarter for which the Form 10-Q was not filed.
- June 30, 2024: End of the second quarter for which the Form 10-Q was not filed.
- October 14, 2024: Deadline for filing the Form 10-K and Forms 10-Q, which the company missed.
- October 22, 2024: Deadline for the company to appeal the Staff's determination to the Panel.
- October 23, 2024: Date of the press release and 8-K filing announcing the delisting notice.
Keywords
delisting, Nasdaq, non-compliance, listing rules, financial reporting, SEC, Form 10-K, Form 10-Q, hearings panel, suspension
SPI
Spi Energy Co, LTD
NASDAQ
Sector: TBD
Filings with Classifications
Worse than expected
11 February 2025 12:46 PM
Current Report
- The need for a fifth addendum to the Deed of Settlement suggests that SPI Energy is struggling to meet its original financial obligations.
Delay expected
11 February 2025 12:46 PM
Current Report
- The fifth addendum delays the final payment of the $2,100,000 trigger payment to June 30, 2025.
Worse than expected
5 February 2025 9:06 AM
Current Report (8-K)
- The resignation of an independent director due to concerns about cash flow and governance is worse than expected.
- The Nasdaq suspension of trading is worse than expected.
- The failure to pay director's fees is worse than expected.
Delay expected
5 February 2025 9:06 AM
Current Report (8-K)
- The company failed to file the annual report for 2023 by the prescribed deadline.
Delay expected
14 January 2025 9:43 PM
Current Report
- The company's Annual Report on Form 10-K for the year ended December 31, 2023 was delayed.
- The company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2024 were delayed.
Worse than expected
14 January 2025 9:43 PM
Current Report
- The company's shares are being delisted from the Nasdaq due to violations of listing rules.
- The company failed to file required reports with the SEC in a timely manner.
- The company's share price remained below $1 for 30 consecutive business days.
- The company failed to hold its annual shareholder meeting.
Capital raise
10 January 2025 9:02 AM
Settlement Agreement Announcement
- The settlement agreement mentions that SPI will need to raise funds to cover the second and third installments.
- SPI is exploring potential financing options, including pre-IPO capital raising through the split listing of its European solar projects.
Better than expected
10 January 2025 9:02 AM
Settlement Agreement Announcement
- The settlement resolves a long-standing dispute at a lower cost than originally anticipated.
- The reintegration of the Greek solar projects is expected to significantly increase the company's revenue and capacity.
Delay expected
10 January 2025 9:02 AM
Settlement Agreement Announcement
- The side letter acknowledges that the Greek banks may require modifications to the Athens Injunction Judgement, potentially delaying the release of the first installment.
- The side letter allows for an extension of the timeline for the release of the first installment if delays are caused by the Greek banks or other conditions.
Worse than expected
21 November 2024 4:51 PM
Delisting Notice
- The company received a delisting notice from Nasdaq due to a failure to file its quarterly report, which is a negative development.
Delay expected
21 November 2024 4:51 PM
Delisting Notice
- The company has delayed filing its Form 10-Q for the period ended September 30, 2024.
Worse than expected
23 October 2024 4:33 PM
Delisting Notice
- The company received a delisting notice from Nasdaq due to non-compliance with listing rules, indicating worse than expected performance.
Delay expected
23 October 2024 4:33 PM
Delisting Notice
- The company failed to file its Form 10-K for 2023 and Form 10-Q for Q1 and Q2 2024 by the required deadlines.
Worse than expected
17 October 2024 4:30 PM
Delisting Notice
- The company failed to meet the minimum bid price requirement and failed to file required financial reports, leading to a delisting notice.
Delay expected
17 October 2024 4:30 PM
Delisting Notice
- The company failed to file its 2023 Form 10-K and Q1 and Q2 2024 Form 10-Q reports by the required deadline.
Worse than expected
26 August 2024 4:30 PM
Regulatory Filing
- The company has received a third notice of non-compliance from Nasdaq, indicating a worsening situation regarding its financial reporting.
Delay expected
26 August 2024 4:30 PM
Regulatory Filing
- The company has delayed filing its 2023 annual report and Q1 and Q2 2024 quarterly reports.
Delay expected
21 May 2024 5:00 PM
Regulatory Filing
- The company has delayed filing both its annual report for 2023 and its quarterly report for Q1 2024.
Worse than expected
21 May 2024 5:00 PM
Regulatory Filing
- The company has received a second non-compliance notice from Nasdaq, indicating a worsening situation regarding their financial reporting.
Worse than expected
25 April 2024 4:30 PM
Delisting Notice
- The company's share price has been below the minimum bid price requirement for an extended period, leading to the transfer to the Nasdaq Capital Market and the need for a second extension to regain compliance.
Worse than expected
22 April 2024 4:15 PM
8-K Filing
- The company has failed to meet the deadline for filing its annual report, which is a negative indicator of its financial reporting processes.
Delay expected
22 April 2024 4:15 PM
8-K Filing
- The company's 2023 annual report is delayed, leading to a non-compliance notice from Nasdaq.
Worse than expected
20 March 2024 4:39 PM
Settlement Agreement Announcement
- The company was facing a winding up petition, indicating significant financial distress.
- The company had to agree to a settlement to avoid liquidation, which includes a large repayment amount.
- The company failed to repay its debts, leading to the winding up petition.
Delay expected
20 March 2024 4:39 PM
Settlement Agreement Announcement
- The settlement agreement replaces a prior agreement, delaying the repayment timeline from April 8, 2024 to December 31, 2024.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.