Bolt Projects Holdings Announces Delisting From Nasdaq and SEC Deregistration
Bolt Projects Holdings, Inc. (OTC:BSLK, BSLKW)), a developer of biomaterials for the beauty and personal care industry, today announced that its Board of Directors (the "Board") has approved and the Company intends to proceed with the voluntary delisting of its common stock and warrants from The Nasdaq Stock Market LLC ("Nasdaq") and the deregistration of its common stock and warrants in order to suspend and ultimately terminate the Company's reporting obligations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
As previously reported, as a result of the Company's previously disclosed noncompliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1), the Company received a delisting determination letter from Nasdaq on December 31, 2025 (the "Determination Letter") and the Company's common stock and warrants were suspended from trading on Nasdaq effective at the open of business on January 5, 2026. The Company's common stock and warrants commenced trading on the OTCPK market tier operated by the OTC Markets Group on January 5, 2026, under the trading symbol "BSLK" and "BSLKW," respectively
The Determination Letter indicated that, once all applicable appeal periods had lapsed, Nasdaq would file a Form 25 with the Securities and Exchange Commission (the "SEC") to complete the delisting of the Company's common stock and warrants from Nasdaq. Notwithstanding, the Company today notified Nasdaq of its intention to voluntarily delist its shares of common stock and warrants from Nasdaq rather than await Nasdaq's filing of a Form 25 at some later date. The Company anticipates that it will file a Form 25 with the SEC to effect the delisting and deregistration of its common stock on or about March 2, 2026 and that the formal delisting of the Company's common stock and warrants from Nasdaq will become effective on or about March 12, 2026.
Following the delisting of the Company's common stock and warrants from Nasdaq, the Company intends to file a Form 15 with the SEC to suspend and then terminate its reporting obligations under the Exchange Act. The Company will be relieved of all remaining reporting obligations under the Exchange Act upon the effectiveness of the deregistration. The Company expects that the deregistration of its common stock and warrants will become effective 90 days after the filing of the Form 15 with the SEC. The documents filed with the SEC will be available on the Company's website at https://www.boltprojectsholdings.com.
The Board determined to accelerate the delisting and deregistration of its common stock and warrants after careful consideration of numerous factors, including receipt of the Determination Letter from Nasdaq, the expected filing in due course of a Form 25 by Nasdaq, and the Company's financial and liquidity position.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this communication, including, without limitation, statements regarding the Company's delisting and deregistration procedures including its intent to file Form 25, Form 15. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "budget," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "will" or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain these words.
Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: substantial doubt as to the Company's ability to continue as a going concern; the Company's history of net losses and negative cash flows; the Company's ability to generate sufficient cash to service its debt; the Company's ability to meet the continued listing requirements of Nasdaq and remain listed on a national stock exchange; the Company's ability to execute its business plan and adequately control its expenses or raise additional capital on favorable terms, if at all; the Company's dependence on sales of b-silk™ and xl-silk™ products from its Vegan Silk Technology Platform; reliance on manufacturing partners in regions that could be impacted by U.S. trade policy, including renegotiating or terminating existing trade agreements and leveraging tariffs; costs of and availability for its Vegan Silk Technology Platform products that are out of the Company's control; the Company's reliance on a single manufacturing partner and manufacturing facility for the production of its Vegan Silk Technology Platform products; a limited number of customers, distributors and collaboration partners account for a material portion of our revenue and they may continue to do so for the foreseeable future and the loss of major customers, distributors or collaboration partners could harm our operating results; pricing and availability for the Company's Vegan Silk Technology Platform products; market acceptance of from consumer product companies; the Company's ability to protect adequately its patents and other intellectual property assets; government regulations and private party actions relating to the marketing and advertising of cosmetic products that include the Company's Vegan Silk Technology Platform products or other products the Company develops; and the other risks and uncertainties discussed under the caption "Risk Factors" included in the Company's Annual Report on Form 10-K for the fiscal year ended, December 31, 2024, as such factors may be updated from time to time in its other filings with the SEC, and accessible on the SEC's website at www.sec.gov and the Company's website at www.boltprojectsholdings.com.
The Company cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. The Company undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.
About Bolt Projects Holdings
Bolt Projects develops and produces innovative biomaterials for the beauty and personal care industry. The Company is built on biomaterials platforms that aim to disrupt and transform high-volume consumer goods industries. Bolt Projects is a pioneer in the consumer biomaterials space. The Company's Vegan Silk Technology Platform produces b-silk and other offerings for the beauty and personal care industry that are fully vegan and biodegradable. These versatile ingredients have been on the market since 2019. Its intellectual property portfolio is anchored by over 80 granted patents and over 110 pending patent applications.
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