Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on April 4, 2023, Kalera, Inc. an indirect wholly owned
subsidiary of Kalera Public Limited Company ("Kalera PLC" or the "Company")
filed a voluntary petition in the United States Bankruptcy Court for the
Southern District of Texas seeking relief under Chapter 11 of Title 11 of the
United States Code.
On April 6, 2023, Kalera PLC received a delisting notification from Nasdaq Stock
Market LLC ("Nasdaq") advising the Company that Nasdaq would suspend trading of
the Company's common stock as of the opening of business on April 17, 2023. The
notification indicates that Nasdaq intends to file a Form 25-NSE with the
Securities and Exchange Commission (the "SEC") to effect the delisting after the
applicable Nasdaq appeal and review periods have expired. Nasdaq's determination
was based on the following: (i) Under Listing Rule 5101, the Company is a public
shell and that the continued listing of its securities is no longer warranted;
and (ii) the Company has not filed its Form 10-K for the fiscal year ended
December 31, 2022 with the Securities and Exchange Commission and NASDAQ,
therefore failing to comply with NASDAQ's Listing Rule 5250(c)(2) for continued
listing. In addition, since the Company's common stock is subject to delisting,
the Company's warrants listed under symbol KALWW no longer qualify for listing
under Listing Rule 5560(a). At this time, the Company does not anticipate
appealing Nasdaq's determination.
On April 10, 2023, the Company issued a press release announcing that the
Company received the delisting notification from NASDAQ. The full text of the
press release issued in connection with the announcement is being filed as
Exhibit 99.1 to this current report on Form 8-K.
Exhibit Description of Exhibit
99.1 Press Release, dated April 10, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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