Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 27, 2022, Dave Inc. (the "Company") received written notice (the
"Notice") from the Listing Qualifications Department of The Nasdaq Stock Market
("Nasdaq") notifying the Company that, based on the closing bid price of the
Company's Class A common stock, par value $0.0001 per share (the "Common
Stock"), for the last 30 consecutive trading days, the Company no longer
complies with the minimum bid price requirement for continued listing on The
Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities
to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price
Requirement"), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to
meet the Minimum Bid Price Requirement exists if the deficiency continues for a
period of 30 consecutive trading days.
The Notice has no immediate effect on the listing of the Common Stock on The
Nasdaq Global Market. Pursuant to the Nasdaq Listing Rules, the Company has been
provided an initial compliance period of 180 calendar days to regain compliance
with the Minimum Bid Price Requirement. To regain compliance, the closing bid
price of the Common Stock must be at least $1.00 per share for a minimum of 10
consecutive trading days prior to January 23, 2023, and the Company must
otherwise satisfy The Nasdaq Global Market's requirements for continued listing.
If the Company does not regain compliance by January 23, 2023, the Company may
be eligible for an additional 180 calendar day compliance period if it elects
(and meets the listing standards) to transfer to The Nasdaq Capital Market to
take advantage of the additional compliance period offered on that market. To
qualify, the Company would be required, among other things, to meet the
continued listing requirement for market value of publicly held shares as well
as all other standards for initial listing on The Nasdaq Capital Market, with
the exception of the Minimum Bid Price Requirement, and would need to provide
written notice of its intention to cure the bid price deficiency during the
second compliance period. If the Company does not regain compliance within the
compliance period(s), including any extensions that may be granted by Nasdaq,
the Common Stock will be subject to delisting.
The Company intends to monitor the closing bid price of the Common Stock and
consider its available options to resolve the noncompliance with the Minimum Bid
Price Requirement, including effecting a reverse stock split. There can be no
assurance that the Company will be able to regain compliance with The Nasdaq
Global Market's continued listing requirements or that Nasdaq will grant the
Company a further extension of time to regain compliance, if applicable.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including 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"). The Company
has made these forward-looking statements in reliance on the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some
cases, you can identify these statements by forward-looking words such as "at
that time," "expects," "intends," "may," "remain," "seeking," "will," "would" or
the negative of these terms and other similar terminology. Forward-looking
statements in this report include statements about whether the Common Stock will
remain listed on The Nasdaq Global Market and the potential the Company will
seek a reverse stock split to regain compliance. These and other forward-looking
statements are predictions and projections about future events based on the
Company's current expectations, objectives, and intentions and are premised on
current assumptions. Actual outcomes could be materially different than those
expressed, implied, or anticipated by forward-looking statements due to a
variety of factors, including, but not limited to: market conditions and their
impact on the Company's trading price on The Nasdaq Global Market, the risk that
the Company's stockholders may not approve a reverse stock split, if sought by
the Company, and other important factors discussed in Part I, Item 1A, "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2021, which was filed with the Securities and Exchange Commission
(the "SEC") on March 25, 2022 and its subsequent reports on Forms 10-Q and 8-K
filed with the SEC. Any forward-looking statements made by the Company in this
Current Report on Form 8-K are based only on currently available information and
speak only as of the date of this report. Except as otherwise required by
securities and other applicable laws, the Company does not assume any obligation
to publicly provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or otherwise, should
circumstances change.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2022 annual meeting of stockholders of the Company held on July 27, 2022
(the "Annual Meeting"), the following proposals were submitted to the
stockholders of the Company:
Proposal 1: The election of one director to serve as Class I director for a term
of three years until the 2025 annual meeting of stockholders or until his
successor is duly elected and qualified or until his earlier death, resignation,
disqualification or removal.
Proposal 2: The ratification of the selection of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022.
For more information about the foregoing proposals, see the Company's definitive
proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on June 14, 2022 (the "Proxy Statement"). Of the 373,808,150 shares
of the Company's common stock entitled to vote at the Annual Meeting,
106,015,637 shares, or approximately 66.93% of the total voting power were
represented at the meeting in person or by proxy, constituting a quorum. The
voting totals set forth below include Class V common stock, which have 10 votes
per share, while Class A common stock has one vote per share. The number of
votes cast for or against, as well as abstentions and broker non-votes, if
applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Director.
The Company's stockholders elected the following director to serve as a Class I
director until the 2025 annual meeting of stockholders. The votes regarding the
election of the director were as follows:
Director Votes For Votes Against Votes Abstaining Broker Non-Votes
Michael Pope 540,341,957 203,736
76,215 1,449,480
Proposal 2: Ratification of Deloitte & Touche LLP.
The Company's stockholders ratified the selection of Deloitte & Touche LLP as
the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022. The votes regarding this proposal were as follows:
Votes For Votes Against Votes Abstaining
541,812,163 220,586 38,639
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses