Business Context and Reporting Period
This Form 8-K Current Report is filed by Allbirds, Inc. (not Smartbird, Inc.) on April 2, 2024, with a signature date of April 8, 2024. The filing addresses a regulatory notice regarding the company's stock listing status on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The only financial metric referenced is the stock price:
- Stock Price: The closing bid price of Class A common stock has fallen below $1.00 per share for 30 consecutive business days.
Material Changes
The material change reported is the receipt of a written notice from Nasdaq on April 2, 2024, stating that Allbirds is no longer in compliance with Nasdaq Listing Rule 5450(a)(1) due to the sustained low stock price. This notice has no immediate effect on the listing or trading of the stock.
Guidance, Outlook, and Risks
Compliance Timeline: The company has an initial compliance period of 180 calendar days, ending September 30, 2024, to regain compliance. To do so, the stock must close at or above $1.00 per share for 10 consecutive business days.
Contingency Plans: If compliance is not met by September 30, 2024, the company may be eligible for an additional 180-day period if it transfers its listing to The Nasdaq Capital Market. This would require meeting other listing standards and potentially effecting a reverse stock split.
Management Commentary: Management intends to actively monitor the stock price and consider available actions but has made no decisions regarding a response at this time. There is no assurance that the company will regain compliance.
Risks: The filing includes standard forward-looking statement disclaimers, noting that actual results may differ due to risks outlined in the company's Form 10-K.
Investor Verification Checklist
- Verify the current closing bid price of Allbirds (BIRD) to assess proximity to the $1.00 threshold.
- Monitor the company's announcements regarding a potential reverse stock split or transfer to The Nasdaq Capital Market.
- Review the company's most recent Form 10-K for detailed financial health and risk factors not included in this 8-K.
- Track the 180-day compliance deadline (September 30, 2024) for potential delisting risks.