Item 8.01.
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Other Matters.
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The Decision also indicated that, based on the plan of compliance presented by the Company at the hearing held on December 13, 2018, the Panel had granted
the Companys request for the continued listing of its Class A common stock on The Nasdaq Stock Market. Pursuant to the Panels decision, on or before March 31, 2019, the Company is required to demonstrate to the satisfaction of
Staff and the Panel that it has a minimum of 300 round lot common shareholders and that it otherwise meets all applicable requirements for listing on Nasdaq.,
In furtherance of the Panels decision, the trading halt of the Companys Class A common stock, which was initiated on October 30, 2018,
will be lifted at the open of the market on January 8, 2019, at which time the Companys Class A common stock will resume trading on The Nasdaq Capital Market. The halt will be lifted notwithstanding the Companys
non-compliance
with the round lot shareholder requirement for its common stock to allow the Company to execute its plan of compliance.
Although the Company is taking definitive steps to timely evidence compliance with the terms of the Panels decision, there can be no assurance that it
will be able to do so and, in the event the Company is unable to demonstrate to the satisfaction of Staff and the Panel that it has a minimum of 300 round lot common shareholders and that it otherwise meets all applicable requirements for listing on
Nasdaq by March 31, 2019, the Companys Class A common stock would be subject to suspension and delisting. In addition, the Decision is subject to call for review by the Nasdaq Listing and Hearing Review Council (the
Listing Council), on its own motion, for 45 calendar days following the date of the Decision. In the event the Listing Council calls this matter for review, it may affirm, modify or reverse the decision of the Panel.
Forward-Looking Statements
The Company makes
forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. Forward-looking statements may be
identified by the use of words such as will, forecast, intend, seek, target, anticipate, believe, expect, estimate, plan,
outlook, extend, and project and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include statements
relating to the Companys ability to demonstrate compliance with the 300 round lot shareholder requirement and other applicable listing standards and maintain compliance with all applicable Nasdaq listing rules. Forward looking statements with
respect to the continued listing of the Companys Class A common stock are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from
expectations expressed or implied by such forward looking statements. These factors include, but are not limited to: (1) the Companys ability to successfully implement its plan of compliance to increase the number of round lot holders of
its Class A common stock and otherwise maintain compliance with applicable Nasdaq listing standards; (2) the Companys ability to recognize the benefits of its recent business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (3) changes in applicable laws or regulations; (4) the
possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (5) other risks and uncertainties described in other documents filed or to be filed by the Company with the Securities and
Exchange Commission. Although they may voluntarily do so from time to time, the Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by applicable securities laws.