Business Context and Reporting Period
Dave Inc. filed this Form 8-K on July 28, 2022, reporting events occurring on July 27, 2022. The filing concerns Nasdaq listing compliance and results of the 2022 annual meeting of stockholders. It does not report quarterly or annual operating results.
Financial and Liquidity Information
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating-financial metrics.
Material Changes and Corporate Actions
- Nasdaq notified Dave that its Class A common stock had closed below the $1.00 minimum bid price for 30 consecutive trading days, violating Nasdaq Listing Rule 5450(a)(1).
- The notice had no immediate effect on the stock’s Nasdaq Global Market listing.
- Dave received an initial 180-calendar-day compliance period ending January 23, 2023. To regain compliance, the stock must close at or above $1.00 for at least 10 consecutive trading days and satisfy other continued-listing requirements.
- If necessary, Dave may seek an additional 180-day period by transferring to the Nasdaq Capital Market, subject to eligibility requirements. The Company also stated that it may consider a reverse stock split.
Annual Meeting Results
| Proposal | Result | Votes |
|---|---|---|
| Election of Michael Pope as Class I director | Approved; term runs until the 2025 annual meeting | 540,341,957 for; 203,736 against; 76,215 abstaining; 1,449,480 broker non-votes |
| Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2022 | Approved | 541,812,163 for; 220,586 against; 38,639 abstaining |
Of 373,808,150 shares entitled to vote, 106,015,637 shares, representing approximately 66.93% of total voting power, were represented at the meeting. Voting totals include Class V shares carrying 10 votes per share and Class A shares carrying one vote per share.
Outlook, Risks, and Unusual Items
- Dave intends to monitor its closing bid price and evaluate measures to cure the deficiency, including a possible reverse stock split.
- There is no assurance that Dave will regain Nasdaq compliance or receive an additional compliance extension. Failure to cure the deficiency could result in delisting.
- A reverse stock split, if pursued, may require stockholder approval, which may not be obtained.
- The filing identifies market conditions and their effect on the trading price, listing requirements, and risks described in Dave’s 2021 Form 10-K and subsequent SEC filings as factors that could affect the outcome.
Key Facts for Investor Verification
- Track whether Dave’s closing bid price reached at least $1.00 for the required 10 consecutive trading days before the applicable deadline.
- Verify whether Dave pursued a reverse stock split or transfer to the Nasdaq Capital Market.
- Confirm any subsequent Nasdaq notices concerning continued listing or delisting.
- Review subsequent Forms 10-Q and 8-K filings for financial performance, liquidity, capital structure, and updates to the listing issue.