Current Report Filing (8-k)
April 06 2022 - 4:19PM
Edgar (US Regulatory)
0001823882
false
0001823882
2022-04-01
2022-04-01
0001823882
nba:CommonStockParValue0.0001PerShareMember
2022-04-01
2022-04-01
0001823882
nba:WarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
2022-04-01
2022-04-01
0001823882
nba:WarrantsExercisableForSharesOfCommonStockAtExercisePriceOf12.50PerShareMember
2022-04-01
2022-04-01
0001823882
nba:WarrantsExercisableForSharesOfCommonStockAtExercisePriceOf15.00PerShareMember
2022-04-01
2022-04-01
0001823882
nba:WarrantsExercisableForSharesOfCommonStockAtExercisePriceOf17.50PerShareMember
2022-04-01
2022-04-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 1, 2022
Airspan
Networks Holdings Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
001-39679 |
|
85-2642786
|
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification No.) |
777
Yamato Road, Suite 310, Boca Raton, FL 33431
(Address of Principal Executive Offices) (Zip Code)
(561)
893-8670
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Securities
registered or to be 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 |
|
MIMO |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $11.50 per share |
|
MIMO WS |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $12.50 per share |
|
MIMO WSA |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $15.00 per share |
|
MIMO WSB |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $17.50 per share |
|
MIMO WSC |
|
NYSE American LLC |
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)) |
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
3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On
April 1, 2022, Airspan Networks Holdings Inc. (the “Company”) received a notice from NYSE Regulation stating that
the Company is not in compliance with the continued listing standards of the NYSE American LLC (the “Exchange”) under
the timely filing criteria included in Section 1007 of the NYSE American Company Guide (the “Company Guide”) because
the Company failed to timely file with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form
10-K for the year ended December 31, 2021 (the “Form 10-K”).
In
accordance with Section 1007 of the Company Guide, the Company will have six months from the date of the filing delinquency, or
until September 30, 2022 (the “Initial Cure Period”), to file the Form 10-K with the SEC. If the Company fails to
file the Form 10-K during the Initial Cure Period, the Exchange may, in its sole discretion, provide an additional six-month cure
period depending on the Company’s specific circumstances (the “Additional Cure Period”). Notwithstanding the
foregoing, however, the Exchange may in its sole discretion decide (i) not to afford the Company any Initial Cure Period or Additional
Cure Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate
the Initial Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures
if the Company is subject to delisting pursuant to any other provision of the Company Guide, including if the Exchange believes,
in the Exchange’s sole discretion, that continued listing and trading of the Company’s securities on the Exchange
is inadvisable or unwarranted in accordance with Sections 1001 through 1006 thereof.
During
the Initial Cure Period and the Additional Cure Period, if applicable, the Company’s securities will continue to trade on
the Exchange, subject to the Company’s compliance with other continued listing requirements, with a late filer (“.LF”)
indicator. The Company can regain compliance with the Exchange’s continued listing standards at any time during the Initial
Cure Period or Additional Cure Period, as applicable, by filing the Form 10-K and any subsequent delayed filings with the SEC.
The Company intends to file the Form 10-K as soon as practicable, and currently expects to file the Form 10-K by April 14, 2022.
Cautionary
Statement Regarding Forward-Looking Statements
Statements
contained in this Current Report on Form 8-K that are not historical facts may be forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to, among other things, the
Company’s expectations relating to the filing of the Form 10-K and the financial information to be included therein. Such
forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties.
The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events
or developments or otherwise, except as required by applicable law or regulation.
| Item
7.01 | Regulation
FD Disclosure |
On
April 6, 2022, the Company issued a press release regarding the foregoing, which is included as Exhibit 99.1 hereto.
In
accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
| Item
9.01 | Financial
Statements and Exhibits |
(d)
Exhibits
SIGNATURES
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: April 6,
2022 |
Airspan
Networks Holdings Inc. |
|
|
|
|
By: |
/s/
David Brant |
|
|
David Brant |
|
|
Senior Vice President,
Chief Financial Officer, Treasurer and Secretary |
EXHIBIT
INDEX
Airspan Networks (AMEX:MIMO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Airspan Networks (AMEX:MIMO)
Historical Stock Chart
From Jul 2023 to Jul 2024