Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on November 7, 2022, Fast Radius, Inc. ("Fast Radius"
or the "Company"), together with its subsidiaries, filed voluntary petitions
(collectively, the "Bankruptcy Petitions") under Chapter 11 of Title 11 of the
United States Code. The filing was made in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court"). The Chapter 11
proceedings are being jointly administered under the caption In re Fast Radius,
Inc., et al., Case No. 22-11051 (the "Chapter 11 Cases").
On November 9, 2022, the Company received written notice (the "Delisting
Notice") from the staff of The Nasdaq Stock Market LLC ("Nasdaq") notifying the
Company that, as a result of the Bankruptcy Petitions and in accordance with
Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had
determined that the Company's common stock and warrants to purchase common stock
(the "Securities") will be delisted from Nasdaq. In addition, as previously
disclosed, on June 9, 2022, the Company received written notice (the "Bid Price
Notice") from Nasdaq notifying the Company that it was not in compliance with
the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1)
for continued listing. Nasdaq Listing Rule 5450(a)(1) requires listed securities
to maintain a minimum bid price of $1.00 per share, and 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 business days.
In the Delisting Notice, the staff of Nasdaq referenced concerns about the
Company's ability to sustain compliance with all requirements for continued
listing on Nasdaq, specifically referencing that certain Bid Price Notice.
Trading of the Securities will be suspended at the opening of business on
November 18, 2022 and a Form 25-NSE will be filed with the Securities and
Exchange Commission, which will remove the Securities from listing on Nasdaq. As
a result, the Securities are expected to begin trading exclusively on the
over-the-counter ("OTC") market on November 18, 2022. On the OTC market, shares
of the Company's common stock and warrants, which previously traded on the
Nasdaq under the symbols FSRD and FSRDW, respectively, are expected to trade
under the symbols FSRDQ and FSRDWQ, respectively.
Cautionary Statements Regarding Trading in Fast Radius' Securities
Fast Radius anticipates that its common stock and warrants will be delisted from
the Nasdaq Stock Exchange and will be eligible to be quoted on the OTC Pink
Sheets. No assurance, however, can be made that trading in Fast Radius' common
stock and warrants on the OTC Pink Sheets will commence or be maintained. Fast
Radius' securityholders are cautioned that trading in Fast Radius' securities
during the pendency of the Chapter 11 Cases will be highly speculative and will
pose substantial risks. Trading prices for Fast Radius' securities may bear
little or no relationship to the actual recovery, if any, by holders thereof in
the Chapter 11 Cases. Assuming Fast Radius is able to successfully complete an
auction process, Fast Radius anticipates that it will deregister its common
stock and warrants under the Exchange Act. Accordingly, Fast Radius urges
extreme caution with respect to existing and future investments in its
securities.
Cautionary Note Regarding Forward-Looking Statements
This current report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "scales,"
"representative of," "valuation," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this current report on Form 8-K, including but not
limited to: (i) the Company's ability to obtain timely approval of the
Bankruptcy Court with respect to motions filed in the Chapter 11 Cases; (ii)
objections to the pleadings filed that could protract the Chapter 11 Cases;
(iii) the Bankruptcy Court's rulings in the Chapter 11 Cases, including the
outcome of the Chapter 11 Cases generally; (iv) the Company's ability to obtain
a timely sale of all of its assets or approval of a plan of reorganization; (v)
the length of time that the Company will operate under Chapter 11 protection and
the continued availability of operating capital during the pendency of the
Chapter 11 Cases; (vi) the Company's ability to continue to operate its business
during the pendency of the Chapter 11 Cases; (vii) employee attrition and the
Company's ability to retain senior management and other key personnel due to the
distractions and uncertainties; (viii) the effectiveness of the overall
restructuring activities pursuant to the Chapter 11 Cases and any additional
strategies the Company may employ to address its liquidity and capital
resources; (ix) the actions and decisions of creditors and other third parties
that have an interest in the Chapter 11 Cases; (x) increased legal and other
professional costs necessary to execute the Company's restructuring; (xi) the
Company's ability to maintain relationships with suppliers, customers, employees
and other third parties and regulatory authorities as a result of the Chapter 11
Cases; (xii) the trading price and volatility of the Company's common stock and
warrants and the effects of the expected delisting from The Nasdaq Stock Market;
(xiii) litigation and other risks inherent in a bankruptcy process; (xiv) the
impact of uncertainty regarding the Company's ability to continue as a going
concern on our liquidity and prospects; and (xv) risks related to our ability to
secure working capital. The foregoing list of factors is not exhaustive.
Additionally, the Chapter 11 Cases may result in holders of the Company's
securities receiving no value for their interests. Because of such a
possibility, the value of these securities is highly speculative and may pose
substantial risks. Trading prices for the Company's securities may bear little
or no
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relationship to the actual recovery, if any, by holders thereof in the Chapter
11 Cases. Accordingly, the Company urges extreme caution with respect to
existing and future investments in its securities. You should carefully consider
the foregoing factors and the other risks and uncertainties more fully described
in Fast Radius' filings with the Securities and Exchange Commission, including
its Form 10-K for the year ended December 31, 2021 and Forms 10-Q for the
quarters ended March 31, 2022 and June 30, 2022 and other periodic reports.
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Fast Radius assumes no obligation and does not
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise. Fast Radius does not give any
assurance that it will achieve its expectations.
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