SEC Filing Summary: SES AI Corp (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by SES AI Corporation on March 12, 2025, regarding an event dated March 7, 2025. The Company, incorporated in Delaware, lists its Class A common stock (Symbol: SES) and Warrants (Symbol: SES WS) on the New York Stock Exchange (NYSE).
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on regulatory compliance regarding stock listing standards.
Material Changes and Events
On March 7, 2025, the Company received a notice from the NYSE stating it is not in compliance with Section 802.01C of the NYSE Listed Company Manual. The non-compliance is due to the average closing price of the Company's Class A common stock being less than $1.00 over a consecutive 30-trading-day period.
- Immediate Status: The notice does not result in immediate delisting.
- Cure Period: The Company has a six-month period following the notice to regain compliance.
- Compliance Criteria: To cure the deficiency, the Company must achieve 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.
Guidance, Outlook, and Risks
Management intends to notify the NYSE of its intent to regain compliance and is considering available alternatives, which may include actions requiring stockholder approval, such as a reverse stock split. If a reverse stock split is pursued, the price condition is deemed cured if the price promptly exceeds $1.00 and remains above that level for at least 30 trading days.
The filing includes forward-looking statements regarding the ability to maintain the NYSE listing. Key risks include the failure to regain compliance within the cure period, stock price volatility, and the potential for delisting if standards are not met.
Investor Verification Checklist
- Verify the current trading price of SES Class A common stock against the $1.00 threshold.
- Monitor the Company's announcements regarding the specific cure plan (e.g., reverse stock split) and any required stockholder votes.
- Review the 30-day average closing price trend to assess the likelihood of regaining compliance within the six-month window.
- Check for subsequent filings regarding the status of the NYSE compliance notice.