Latch Announces Receipt of Expected Nasdaq Delisting Determination, Plans to Request Appeal by February 14
13 Febrero 2023 - 3:00PM
Latch, Inc. (NASDAQ: LTCH) (the “Company”), maker of LatchOS, the
full-building enterprise software-as-a-service (SaaS) platform,
today announced that on February 7, 2023, it received a Staff
Delisting Determination (the “Staff Determination”) from the
Listing Qualifications Department of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that Nasdaq has initiated a
process that could result in the delisting of the Company’s
securities from Nasdaq as a result of the Company not being in
compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing
Rule”), which requires listed companies to timely file all required
periodic financial reports with the Securities and Exchange
Commission (the “SEC”). The Staff Determination has no immediate
effect and will not immediately result in the suspension of trading
or delisting of the Company’s shares of common stock or warrants.
The Company intends to appeal the Staff Determination before a
Nasdaq Hearings Panel (the “Hearings Panel”) and seek a further
stay of any suspension or delisting action pending the hearing
process in accordance with the procedures set forth in the Staff
Determination.
The Staff Determination was issued because the Company has not
filed its Quarterly Reports on Form 10-Q for the quarterly period
ended June 30, 2022 (the “Second Quarter Form 10-Q”) and September
30, 2022 (the “Third Quarter Form 10-Q” and, together with the
Second Quarter Form 10-Q, the “Delinquent Reports”) by the
Extension Deadline (defined below).
As previously disclosed, Nasdaq had granted the Company a period
of 180 calendar days from the prescribed due date of the Second
Quarter Form 10-Q, or until February 6, 2023 (the “Extension
Deadline”), to file the Delinquent Reports to regain compliance
with the Listing Rule. The Company previously disclosed the delay
in and circumstances behind the late filing of each of the
Delinquent Reports in Notifications of Late Filing on Form 12b-25,
filed with the SEC on August 10, 2022 and November 10, 2022,
respectively.
The Company’s request for a hearing before the Hearings Panel
(the “Request”) to appeal the Staff Determination must be made no
later than 4:00 p.m. Eastern Time on February 14, 2023. The Request
will automatically stay the suspension of the trading of the
Company’s securities for a period of 15 days from the date of the
Request. In connection with the Request, the Company also intends
to request that the Staff Determination be further stayed pending
the hearing process. However, there can be no assurance that the
Hearings Panel will grant the Company’s request for a stay pending
the hearing process. According to the Staff Determination, hearings
are typically scheduled to occur approximately 30-45 days after the
date of a company’s hearing request. Following the hearing, the
Hearings Panel will issue a decision, which the Company may further
appeal to the Nasdaq Listing Council for review.
The Company intends to prepare the financial statements for (i)
the periods affected by the previously disclosed restatement, (ii)
the periods included in the Delinquent Reports and (iii) the year
ended December 31, 2022 (collectively, the “Relevant Financial
Statements”), after which the Relevant Financial Statements will be
subject to audit and/or review by the Company’s independent
registered public accounting firm. Following completion of the
audit or review, as applicable, of the Relevant Financial
Statements, the Company plans to file annual and quarterly reports
including the Relevant Financial Statements. There can be no
assurance that the Company will be able to file the foregoing
annual and quarterly reports within the extension period granted by
the Hearings Panel, if any.
About Latch, Inc.
Latch makes spaces better places to live, work, and visit
through a system of software, devices, and services. For more
information, please visit https://www.latch.com.
FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements within
the meaning of the federal securities laws, including statements
regarding adoption of Latch’s technology and products. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"would," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Forward-looking information
includes, but is not limited to, statements regarding: the
Company’s future products, performance, and operations, and the
related benefits to shareholders, customers, and residents; the
Company’s strategy; and the Company’s ability to comply with the
continued listing requirements under Nasdaq’s Listing Rule
5250(c)(1). Many factors could cause actual future events to differ
materially from the forward-looking statements in this document,
including Latch’s ability to implement business plans and changes
and developments in the industry in which Latch competes. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of our Annual
Report on Form 10-K filed with the SEC on March 1, 2022, and other
documents filed by Latch from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
law, including the securities laws of the United States and the
rules and regulations of the SEC. The Company does not give any
assurance that it will achieve its expectations.
CONTACTS:
Investors:
investors@latch.com
Media:
press@latch.com
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