Bigbear.Ai Holdings, Inc. current report, 20 December 2022

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BigBear.ai Holdings, Inc. — Form 8-K Summary

Business Context and Reporting Period

This Form 8-K reports a continued-listing deficiency notice received from the New York Stock Exchange (NYSE) on December 20, 2022. The filing was signed and furnished with a related press release dated December 23, 2022. The filing does not provide quarterly or annual financial results.

Key Financial and Listing Matters

  • The NYSE determined that BigBear.ai’s common stock had an average closing price below $1.00 per share over the preceding 30 consecutive trading days.
  • The $1.00 minimum average closing price is required under Section 802.01C of the NYSE Listed Company Manual.
  • The filing provides no revenue, profit, cash flow, margin, debt balance, liquidity, or other operating-financial metrics.

Material Changes and Required Remediation

  • The Company notified the NYSE that it intends to cure the deficiency.
  • BigBear.ai has six months from receipt of the notice to regain compliance, subject to a potential extension if it undertakes a reverse stock split following its next annual stockholders meeting.
  • To regain compliance, the stock must have both a closing price of at least $1.00 per share and a 30-trading-day average closing price of at least $1.00 per share on the last trading day of a calendar month during the cure period.
  • The common stock remains listed and traded on the NYSE under the symbol BBAI, with a “.BC” designation indicating below-compliance status.

Outlook, Risks, and Unusual Items

  • The notice has no immediate effect on the Company’s business operations or SEC reporting obligations and does not constitute a default under its material debt agreements.
  • If the Company does not regain compliance by the end of the cure period, the stock could be subject to NYSE suspension and delisting procedures.
  • Potential delisting could reduce trading liquidity and market value, decrease the number of investors willing to hold or purchase the stock, and impair access to equity financing.
  • If the stock is delisted and is not listed on another specified exchange, holders of the Company’s convertible senior notes may have the right to require the Company to repurchase their notes.
  • The filing does not provide management guidance or a broader operating outlook.

Important Facts for Investors to Verify

  1. Whether BigBear.ai restored compliance with the NYSE’s $1.00 minimum price requirement within the applicable cure period.
  2. Whether the Company pursued or completed a reverse stock split and whether any related deadline extension applied.
  3. Whether the NYSE initiated suspension or delisting proceedings.
  4. Whether any convertible senior noteholders exercised repurchase rights following a potential delisting.
  5. The Company’s separate financial condition, including liquidity, debt obligations, and financing needs, which are not quantified in this filing.