Business Context and Reporting Period
This Form 8-K filing by TMC The Metals Company Inc. (TMC) was submitted on December 6, 2022, reporting an event that occurred on December 5, 2022. The Company is incorporated in British Columbia, Canada, and its common shares and warrants trade on The Nasdaq Stock Market LLC under the symbols "TMC" and "TMCWW," respectively.
Key Financial Metrics
This filing is a current report regarding a listing status notice and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes
The material change reported is the receipt of a written notice from Nasdaq indicating that the Company failed to meet the Minimum Bid Requirement. Specifically, the average closing price of TMC's common shares fell below $1.00 per share over the 30 consecutive trading days from October 21, 2022, through December 2, 2022.
Guidance, Outlook, and Risks
- Compliance Timeline: The Company has been granted an initial 180-calendar-day Grace Period to regain compliance, ending on June 5, 2023.
- Compliance Criteria: To regain compliance, the closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days within the Grace Period.
- Extension Possibility: If compliance is not achieved by June 5, 2023, the Company may be eligible for an additional 180-day period. This requires meeting other listing standards (such as market value of publicly held shares) and submitting a plan to cure the deficiency, potentially via a reverse stock split.
- Delisting Risk: If the Company fails to meet the requirements for the extension or appears unable to cure the deficiency, Nasdaq may issue a delisting notice. The Company retains the right to appeal such a determination.
- Current Status: The notice has no immediate effect on trading; shares will continue to be listed and traded subject to other listing requirements.
Investor Verification Checklist
- Verify the current closing bid price of TMC common shares to assess proximity to the $1.00 threshold.
- Monitor the Company's announcements regarding the implementation of a reverse stock split if the initial Grace Period expires without compliance.
- Review the Company's market value of publicly held shares to determine eligibility for the potential second compliance period.
- Check for any subsequent Nasdaq communications regarding the extension of the Grace Period or delisting proceedings.