Business Context and Reporting Period
Company: TMC The Metals Company Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 6, 2025
Reporting Period: Event date January 6, 2025; Trading period referenced November 7, 2024 through December 26, 2024.
Context: The Company, an emerging growth company incorporated in British Columbia, Canada, received a formal notice from The Nasdaq Stock Market LLC regarding a failure to meet the minimum bid price requirement for its common shares.
Key Financial Metrics
This filing is a current report regarding listing compliance and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Listing Status
- Minimum Bid Price Deficiency: The closing bid price of TMC Common Shares fell below the required $1.00 per share for 34 consecutive trading days (November 7, 2024, through December 26, 2024).
- Recent Recovery: The closing bid price exceeded the $1.00 minimum on nine consecutive trading days from December 27, 2024, through the date of filing.
- Historical Context: The Company received similar notices in December 2022 and April 2023 but successfully regained compliance in both instances.
- Current Status: The notice has no immediate effect on the listing or trading of Common Shares or warrants; both continue to trade on Nasdaq.
Guidance, Outlook, and Risks
- Compliance Timeline: The Company has a 180-calendar-day "Grace Period" ending July 7, 2025, to regain compliance. Compliance requires the closing bid price to be at least $1.00 per share for a minimum of 10 consecutive trading days before the period lapses.
- Extension Possibility: If compliance is not achieved by July 7, 2025, the Company may be eligible for an additional 180-day period. This requires meeting other Nasdaq Capital Market listing standards (excluding the bid price) and submitting a plan to cure the deficiency, potentially via a reverse stock split.
- Delisting Risk: If the Company fails to meet listing standards or Nasdaq determines the deficiency cannot be cured, the Company may receive notice of delisting. The Company retains the right to appeal such a determination to a Nasdaq Listing Qualifications Panel.
- Management Action: Management intends to actively monitor the closing bid price and evaluate available options to regain compliance.
Investor Verification Checklist
- Verify the current closing bid price of TMC Common Shares to ensure it remains above $1.00 for the required 10 consecutive trading days.
- Monitor future filings for any announcements regarding a reverse stock split or other capital structure changes intended to cure the deficiency.
- Review the Company's ability to meet other Nasdaq Capital Market listing standards (e.g., market value of publicly held shares) in case a second compliance period is required.
- Check for any subsequent Nasdaq communications regarding the status of the Grace Period or potential delisting notices.