Item 7.01 Regulation FD Disclosure.
On April 14, 2023, the Company issued a press release regarding the Notice. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 furnished herewith contain certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of the Company that could cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including, without limitation, statements regarding: (i) the impact of the Notice on the Company’s business and results of operations and the trading prices and volatility of the Common Stock and Public Warrants; (ii) the Company’s ability to cure compliance with Section 802.01C, including the ability to obtain timely stockholder approval of the proposal authorizing the Board, in its discretion, to effect a Reverse Stock Split or any other action intended to cure compliance with Section 802.01C, or at all; (iii) the availability or success of other options intended to cure compliance with Section 802.01C that the Company may take; and (iv) the Company’s ability to maintain compliance with the other requirements of the NYSE’s continued listing standards. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC by the Company on March 31, 2023, and other documents filed by the Company from time to time with the SEC. In addition, these risks and uncertainties include, among other things: the risk that the Notice and noncompliance with Section 802.01C may impact the Company’s results of operations, business operations and reputation with or ability to serve its members and/or customers, and the trading prices and volatility of the Common Stock and Public Warrants; that any actions taken by the Company that are intended to cure compliance with Section 802.01C, including stockholder approval of the proposal authorizing the Board, in its discretion, to effect a Reverse Stock Split or any action that requires stockholder approval, may not be adequate to cure compliance with Section 802.01C or that the Company may otherwise fail to meet the NYSE’s continued listing standards; and the risk that the Company may not obtain required stockholder approval of the proposal authorizing the Board, in its discretion, to effect a Reverse Stock Split at the Annual Meeting or any other action intended to cure compliance with Section 802.01C. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or how they may affect the Company. You are cautioned not to place undue reliance upon any forward- looking statements, which speak only as of the date made, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The Company does not give any assurance that it will achieve its expectations.
