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

On January 2, 2020, Forum Merger II Corporation (the "Company") received a letter (the "Notification Letter") from the staff of the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") notifying the Company that the Company no longer complies with Nasdaq Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company's fiscal year ended December 31, 2018. As a result, as of January 2, 2020, the Company has 45 calendar days, or until February 17, 2020, to submit a plan to regain compliance. If Nasdaq accepts the Company's plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2020, to regain compliance.

The Notification Letter does not impact the Company's listing on The Nasdaq Capital Market at this time and the Company's shares of Class A common stock, units and warrants will continue to trade on The Nasdaq Capital Market under the symbols "FMCI", "FMCIU" and "FMCIW," respectively.

The Company intends to submit to Nasdaq, within the requisite time, a plan to regain compliance. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal Nasdaq's decision to a Nasdaq Listing Qualifications Panel. If the Company timely appeals, the Company's securities would remain listed pending such Nasdaq Listing Qualifications Panel's decision. There can be no assurance that, if the Company does appeal, such appeal would be successful.





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