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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):
November 16, 2023
NEAR INTELLIGENCE,
INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39843 |
|
85-3187857 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
100 W Walnut St., Suite A-4
Pasadena, California 91124 |
(Address of Principal Executive Offices, and Zip Code) |
(628) 889-7680
Registrant’s Telephone Number, Including Area
Code
Not Applicable
(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)) |
Title of each class |
|
Trading Symbols |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
NIR |
|
The Nasdaq Global Market |
Warrants, each exercisable for one share of Common Stock for $11.50 per share |
|
NIRWW |
|
The 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 ☒
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 2.04 Triggering Events That Accelerate or
Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
As previously disclosed, Near
Intelligence, Inc., a Delaware corporation (the “Company”), has issued certain convertible debentures in a
series of private placements (the “Convertible Debentures”). Pursuant to the terms of the Convertible Debentures,
the Company’s failure to timely file its Quarterly Report for the quarter ended September 30, 2023 (as further described below under
Item 3.01) constitutes an Event of Default (as defined in the Convertible Debentures) (the “Convertible Debentures Default”),
and the holders of the Convertible Debentures may, upon notice to the Company, elect to declare the full unpaid principal
amount of the Convertible Debentures, together with any interest and other amounts owed in respect thereof, to be immediately
due and payable. As of November 20, 2023, the aggregate principal amount of Convertible Debentures outstanding was approximately
$17.0 million.
Item 3.01 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing
On November 14, 2023, the Company
filed a Notification of Late Filing on Form 12b-25 indicating that the filing of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023 (the “Quarterly Report”) would be delayed until it completes its previously announced internal investigation
into allegations of financial mismanagement and potential fraudulent actions taken by its former chief executive officer and its former
chief financial officer and is then able to assess the findings of the investigation and undertake remedial actions, if necessary.
On November 16, 2023, the Company
received a written notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company
was not in compliance with Nasdaq’s Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report.
Under Nasdaq rules, the Company
now has 60 calendar days (until January 14, 2024) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq
can grant an exception of up to 180 calendar days from the Quarterly Report’s original due date, which 180-day period would end
on May 13, 2024, to regain compliance.
The notification has no immediate
effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the Company will be able to
regain compliance with the listing standards discussed above.
On November 20, 2023, the Company
issued a press release disclosing the receipt of the Notice. The press release is furnished as Exhibit 99.1 hereto and is hereby incorporated
by reference into this Item 3.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 20, 2023, the
Restructuring Committee of the Board of Directors (the “Restructuring Committee”) of the Company terminated the employment
of Rahul Agarwal, the Company’s Chief Financial Officer, effective immediately pursuant to the terms of his employment agreement.
As previously disclosed, the Company had placed Mr. Agarwal on administrative leave from his position with the Company pending an internal
investigation conducted by outside legal counsel on behalf of the Restructuring Committee with respect to allegations of financial mismanagement
and potential fraudulent actions allegedly taken by Mr. Agarwal and other members of management in contravention of the Company’s
financial controls and corporate governance best practices. Based on the results of the investigation to date, on November 20, 2023,
the Restructuring Committee approved the termination of the employment of Mr. Agarwal for cause. Mr. John Faieta,
who has been serving as the Company’s interim Chief Financial Officer while Mr. Agarwal was on administrative leave,
will become the Company’s new Chief Financial Officer effective immediately.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 20, 2023 |
|
|
|
|
NEAR INTELLIGENCE, INC. |
|
|
|
By: |
/s/
John Faieta |
|
Name: |
John Faieta |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
Near Intelligence,
Inc. Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing
PASADENA, Calif., November 20, 2023 – Near Intelligence,
Inc. (NASDAQ:NIR) (“Near” or the “Company”), a privacy-led data intelligence company, announced today that
it received a notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”)
on November 16, 2023 stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (the “Quarterly Report”)
with the Securities and Exchange Commission.
On November 14, 2023, the Company filed a Notification
of Late Filing on Form 12b-25 indicating that the filing of the Quarterly Report would be delayed until it completes its previously announced
internal investigation into allegations of financial mismanagement and potential fraudulent actions taken by its former chief executive
officer and its former chief financial officer and is then able to assess the findings of the investigation and undertake remedial actions,
if necessary.
Under the Nasdaq Listing Rules, the Company has 60
calendar days (until January 14, 2024) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant
an exception of up to 180 calendar days of the Quarterly Report’s original due date, which 180-day period would end on May 13, 2024,
to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision
to a Nasdaq Hearings Panel.
The Notice has no immediate impact on the listing
of the Company’s securities, which will continue to trade on Nasdaq, subject to the Company’s compliance with other continued
listing requirements of Nasdaq.
About Near
Near, a global, privacy-led data intelligence platform
curates one of the world’s largest sources of intelligence on people and places. Near’s patented technology analyzes data
to deliver insights on approximately 1.6 billion unique user IDs across 70 million points of interest in more than 44 countries. With
Near’s three-pillared approach– high-quality data, privacy, and AI – operational and marketing leaders are empowered
with solutions to successfully engage and grow their businesses at scale. With a presence in Pasadena, San Francisco, Paris, Bangalore,
Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse spectrum of industries including retail, real estate, restaurant,
travel/tourism, telecom, media, and more. To learn more, please visit: https://near.com.
Additional information
about Near is available at investors.near.com. The Company plans to routinely post important information on that site.
Investor
Contact
IR@near.com
Media Contact
Cate Zovod
PR@near.com
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