Business Context and Reporting Period
This Form 8-K Current Report was filed by TMC The Metals Company Inc. on December 30, 2021, covering events occurring on December 24, 2021. 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
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and listing compliance matters rather than financial performance.
Material Changes
- Director Departure: Scott E. Leonard resigned from the Board of Directors effective immediately on December 24, 2021, to focus on other endeavors.
- Audit Committee Restructuring: Andrew Hall, the lead independent director, was appointed Chair of the Audit Committee following Mr. Leonard's resignation.
- Nasdaq Non-Compliance: The resignation resulted in the Audit Committee falling below the required minimum of three independent directors, violating Nasdaq Listing Rule 5605(c)(2)(A).
Outlook, Risks, and Management Commentary
The Company notified Nasdaq of its non-compliance and is entitled to a cure period to regain compliance. This period expires at the earlier of the Company's 2022 Annual Meeting of Shareholders or December 24, 2022. If the 2022 Annual Meeting is held before June 22, 2022, compliance must be evidenced by June 22, 2022. Management intends to appoint an additional independent director to the Audit Committee prior to the end of this cure period. The Company expects to receive a formal letter from Nasdaq confirming the non-compliance and the cure period.
Investor Verification Checklist
- Verify the timeline for the appointment of a new independent director to restore Audit Committee compliance.
- Monitor the date of the 2022 Annual Meeting of Shareholders to determine the specific deadline for curing the listing deficiency.
- Confirm receipt of the formal non-compliance letter from Nasdaq and any subsequent communications regarding the cure period.
- Review future filings for the election or appointment of a new director to replace Scott E. Leonard.