Business Context and Reporting Period
This Form 8-K filing by Zevia PBC (ZVIA) was submitted on June 26, 2024, regarding a notice received from the New York Stock Exchange (NYSE). The company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The only financial metric disclosed is the stock price performance triggering the listing notice.
- Stock Price Trigger: The average closing price of Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period.
Material Changes
The material event reported is the receipt of a non-compliance notice from the NYSE under Section 802.01C of the Listed Company Manual due to the low stock price. This does not result in immediate delisting.
Outlook, Risks, and Management Commentary
Cure Period: The company has a six-month period from the receipt of the notice to regain compliance with the minimum stock price listing requirement.
Compliance Criteria: To cure the deficiency, the common stock must have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of any calendar month during the cure period.
Management Intent: Zevia PBC intends to consider available alternatives to cure the non-compliance and will notify the NYSE of its intent to regain compliance. If a stockholder-approved action (such as a reverse stock split) is required, the price condition is deemed cured if the price promptly exceeds $1.00 and remains above that level for at least 30 trading days.
Trading Status: The common stock will continue to be listed and traded on the NYSE during the cure period, subject to compliance with other listing standards.
Investor Verification Checklist
- Verify the current trading price and 30-day average of ZVIA stock to assess the likelihood of meeting the $1.00 threshold within the six-month window.
- Monitor future announcements for specific actions the company intends to take to cure the deficiency (e.g., reverse stock split).
- Review the attached press release (Exhibit 99.1) for additional management commentary on the situation.
- Check subsequent filings for updates on the cure period status or potential delisting if compliance is not achieved.