Business Context and Reporting Period
This Form 8-K was filed by TMC The Metals Company Inc. on April 19, 2023. 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, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
The Company received a written notice from Nasdaq stating that the closing bid price of its common shares fell below the $1.00 minimum requirement for 30 consecutive trading days (March 7, 2023, through April 18, 2023). This triggers a potential delisting process if compliance is not restored.
Outlook, Risks, and Management Commentary
- Grace Period: The Company has 180 calendar days (until October 16, 2023) to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days.
- Extension Possibility: If compliance is not met by the initial deadline, the Company may be eligible for an additional 180-day extension, provided it meets other listing standards and submits a plan to cure the deficiency, potentially via a reverse stock split.
- Delisting Risk: Failure to cure the deficiency or meet other listing standards could result in delisting. The Company retains the right to appeal such a determination.
- Current Status: The notice has no immediate effect on trading; shares and warrants continue to be listed and traded on Nasdaq.
- History: The Company received a similar notice in December 2022 but regained compliance in February 2023.
Investor Verification Checklist
- Monitor the daily closing bid price of TMC common shares to track progress toward the $1.00 threshold.
- Verify if the Company announces a reverse stock split or other capital structure changes to address the bid price deficiency.
- Check for any subsequent Nasdaq communications regarding the extension of the grace period or delisting notices.
- Review the Company's ability to meet other Nasdaq Capital Market listing standards (e.g., market value of publicly held shares) if an extension is sought.