Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 9, 2022, Rockley Photonics Holdings Limited (the "Company") received a letter from the New York Stock Exchange ("NYSE") notifying it that the Company is not in compliance with the continued listing requirement in Section 802.01B of the NYSE's Listed Company Manual because the Company's market capitalization fell below $50 million over a 30 trading day period and its stockholders' equity is less than $50 million. In accordance with Section 802.02 of the NYSE's Listed Company Manual, the Company intends to submit a business plan to the NYSE within 45 days that shows how the Company plans to regain compliance with this continued listing standard within 18 months from the date of the notice.

This Current Report on Form 8-K contains forward-looking statements that are subject to various assumptions, risks, and uncertainties. These forward-looking statements include statements or assumptions regarding the Company's intentions, expectations, and beliefs, including but not limited to the Company's intention to regain compliance with the NYSE's continued listing requirements. The Company believes that its expectations, as expressed in these statements, are based on reasonable assumptions regarding risks and uncertainties inherent in achieving those expectations; however, these statements are not guarantees of performance and actual results may differ materially. Risks and uncertainties which may cause actual results to differ from those expressed or implied in the Company's forward-looking statements include, but are not limited to, the risk factors described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K and in other documents the Company files with the Securities and Exchange Commission. The Company expressly disclaims any current intention to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

Item 7.01. Regulation FD Disclosure.

On December 15, 2022, the Company issued a press release entitled "Rockley Photonics Announces Receipt of Notice From NYSE of Non-Compliance With Continued Listing Standards" which is furnished as Exhibit 99.1 hereto.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.              Description

99.1                       Press release dated December 15, 2022
104                      Cover Page Interactive Data File (embedded within the Inline
                         XBRL document)

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