Business Context and Reporting Period
This Form 8-K filing by System1, Inc. (SST) covers the reporting period of January 6, 2025. The Company, incorporated in Delaware, operates as an emerging growth company with its principal executive offices in Los Angeles, California. The filing addresses a regulatory notice received from the New York Stock Exchange (NYSE) regarding continued listing standards.
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 market price of the Company's Class A Common Stock, which averaged less than $1.00 over a consecutive 30 trading-day period, triggering the non-compliance notice.
Material Changes
The material change reported is the receipt of a notice from the NYSE on January 6, 2025, stating that the Company is not in compliance with Section 802.01C of the NYSE Listed Company Manual due to the low average closing stock price. This notice does not result in immediate delisting but initiates a compliance review period.
Guidance, Outlook, and Risks
Management Commentary and Plan: The Company intends to notify the NYSE by January 21, 2025, of its plan to cure the deficiency. Management stated it will consider all available alternatives to regain compliance.
Compliance Pathway: The Company has a six-month cure period following the notice. To regain compliance, 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 a 30 trading-day period ending on the last trading day of any calendar month within the cure period. Alternatively, compliance is deemed cured if the price promptly exceeds $1.00 and remains above that level for 30 consecutive trading days.
Risks: The primary risk is potential delisting if the Company fails to meet the NYSE's price requirements within the specified cure period. The stock will continue to trade on the NYSE during this period, subject to other listing standards.
Investor Verification Checklist
- Verify the current trading price of System1, Inc. (SST) to assess proximity to the $1.00 threshold.
- Monitor the Company's announcement by January 21, 2025, detailing the specific strategy to cure the deficiency.
- Review the press release dated January 10, 2025 (Exhibit 99.1) for additional context on the non-compliance.
- Track the 30-day average closing price over the upcoming months to determine if the cure conditions are met.
- Check for any subsequent filings regarding stock splits, reverse splits, or other corporate actions intended to address the share price.