UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported): | October 14, 2022 |
| Alfi, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 001-40294 | 30-1107078 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 429 Lenox Avenue | |
| Miami Beach, Florida | 33139 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (305) 395-4520 |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | ALF | Nasdaq Capital Market |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.57 | ALFIW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 14, 2022, Alfi, Inc. (the “Company”) received a letter from the staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company’s securities will be delisted from Nasdaq based on the following factors: (i) on October 14, 2022, the Company filed for protection under Chapter 7 of the U.S. Bankruptcy Code (the “Chapter 7 Filing”) and the associated public interest concerns raised by it; (ii) concerns regarding the residual equity interest of the existing listed securities holders; (iii) concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq; and (iv) the Company’s failure to comply with the minimum $2,500,000 stockholders’ equity requirement. The Staff letter indicates that the trading of the Company’s common stock and warrants will be suspended at the opening of business on October 25, 2022, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.
The Company does not intend to appeal the Staff’s determination. Therefore, the Company expects that the trading of the Company’s common stock and warrants will be suspended at the opening of business on October 25, 2022 and delisted from Nasdaq, as indicated in the Staff’s letter.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ALFI, INC. | ||
| By: | /s/ Vincent Cai | |
| Vincent Cai | ||
| Authorized Representative | ||
Date: October 20, 2022
