Twin Hospitality Group Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
On August 4, 2025, Twin Hospitality Group Inc. (the “Company”) received a written notice from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) that, for the 30 consecutive business days ended July 28, 2025, the Company’s Market Value of Publicly Held Shares (“MVPHS”) closed below the $15,000,000 MVPHS threshold required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rules 5450(b)(2)C) and 5450(b)(3)C) (the “MVPHS Rule”). Nasdaq stated in its letter that in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a compliance period of 180 calendar days from the date of the notice (“Compliance Period”), and it may regain compliance if at any time during the Compliance Period the MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days.
The Company has already taken steps to increase the public float of its Class A common stock and intends to take all additional reasonable steps to maintain its listing on The Nasdaq Global Market. Also, the notification from Nasdaq does not immediately impact the listing on The Nasdaq Global Market. The Class A common stock currently qualifies for listing on The Nasdaq Capital Market, so if the Company does not regain compliance with the continued listing requirements of The Nasdaq Global Market during the Compliance Period, the Company intends to apply to transfer its listing to The Nasdaq Capital Market.
While the Company plans to maintain the listing of its Class A common stock on The Nasdaq Global Market, there can be no assurance that the Company will be able to regain or maintain compliance with the applicable continued listing standards of The Nasdaq Global Market.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s ability to regain compliance with the MVPHS Rule of The Nasdaq Global Market, the Company’s intention to take steps to regain compliance with the continued listing requirements of The Nasdaq Global Market, and the Company’s ability to maintain its listing on The Nasdaq Global Market or Nasdaq Capital Market. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this Current Report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this Current Report.
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.
| Twin Hospitality Group Inc. | ||
| Date: | August 8, 2025 | /s/ Kenneth J. Kuick |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||