Current Report Filing (8-k)
November 25 2022 - 5:11PM
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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 25, 2022 (November 23, 2022)
MONEYLION INC.
(Exact name of registrant as specified in its
charter)
Delaware |
001-39346 |
85-0849243 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
30 West 21st Street, 9th Floor,
New York, NY 10010
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 300-9865
N/A
(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:
| ☐ | 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 |
Class A common stock, par value $0.0001
per share |
|
ML |
|
The New York Stock Exchange |
Redeemable warrants: each whole warrant exercisable for one share of Class A common stock, par value $0.0001 |
|
ML WS |
|
The New York Stock Exchange |
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
November 23, 2022, MoneyLion Inc. (the “Company”) received a notice from
the New York Stock Exchange (“NYSE”) that the Company is not in compliance
with the NYSE continued listing standard as set forth in Section 802.01C of the NYSE Listed Company Manual, as the average closing price
of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), was less than $1.00 per share over a consecutive 30-trading day period. The notification of non-compliance has
no immediate effect on the listing or trading of the Company’s Common Stock on the NYSE, subject to the Company’s compliance
with the NYSE’s other continued listing requirements.
As required by the NYSE, the
Company intends to respond to the NYSE within ten business days with respect to its intent to cure the deficiency. Pursuant to Section
802.01C, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement,
with the possibility of extension at the discretion of the NYSE. In order to regain compliance, on the last trading day in any calendar
month during the cure period, the Company’s Common Stock must have: (i) a closing price of at least $1.00 per share; and (ii) an
average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of such month. The Company’s
failure to regain compliance during this period could result in delisting.
The Company intends to monitor
the closing price of the Common Stock and consider its available options to resolve the noncompliance with the minimum share price requirement,
including effecting a reverse stock split. There can be no assurance that the Company will be able to regain compliance with the NYSE’s
continued listing requirements or that the NYSE will grant the Company a further extension of time to regain compliance, if applicable.
| Item 9.01. | Financial Statements and Exhibits |
Exhibit No. |
|
Description |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,”
“expects,” “intends,” “plans,” “estimates,” “assumes,” “may,”
“should,” “will,” “seeks” or other similar expressions. Such statements may include, but are not limited
to, statements about whether the Common Stock will remain listed on the NYSE and the potential the Company will seek a reverse stock split
to regain compliance. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a
number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to
update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not
to put undue reliance on forward-looking statements.
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.
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MONEYLION INC. |
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By: |
/s/ Richard Correia |
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Name: |
Richard Correia |
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Title: |
Chief Financial Officer and Treasurer |
Date: November 25, 2022
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