Current Report Filing (8-k)
22 October 2022 - 8:30AM
Edgar (US Regulatory)
0001772720
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0001772720
2022-10-21
2022-10-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(D)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): October 21, 2022
XL FLEET CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-38971 |
|
83-4109918 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
47000 Liberty Drive
Wixom, MI |
|
48393 |
(Address of principal executive offices) |
|
(Zip Code) |
(617) 718-0329
(Registrant’s
telephone number, including area code)
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Common Stock, par value $0.0001 per share |
|
XL |
|
New York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Requirement or Standard.
On October 20, 2022, XL Fleet
Corp. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with
Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s stock was less than $1.00 over
a consecutive 30 day trading period.
The Company will notify the
NYSE on or prior to November 3, 2022 that it intends to cure the stock price deficiency and to return to compliance with the NYSE continued
listing standard. The Company can regain compliance at any time within the six-month period following receipt of the NYSE notice if on
the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average
closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company intends
to consider all available alternatives, including, but not limited to, a potential reverse stock
split, subject to stockholder approval, no later than at the Company's next annual meeting of stockholders, if necessary to cure the stock
price non-compliance. Under the NYSE’s rules, if the Company determines that it will cure the stock price deficiency by taking an
action that will require stockholder approval by no later than its next annual meeting of stockholders and implements the action promptly
thereafter, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that level
for at least the following 30 trading days.
The Company’s stock
will continue to be listed and traded on the NYSE during this period, subject to the Company’s compliance with other NYSE continued
listing standards.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements in this
report may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements
generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various
assumptions, whether or not identified in this report, and on the current expectations of management and are not predictions of actual
performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements, including but not limited to: the Company’s ability to
regain compliance with the continued listing standards of the NYSE within the applicable cure period; the Company’s ability to continue
to comply with applicable listing standards of the NYSE; and the other risks discussed under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K filed on March 31, 2022, subsequent Quarterly Reports on Form 10-Q and other documents
that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of
the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.
Item 9.01. Financial Statements and
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
|
XL FLEET CORP. |
|
|
|
Date: October 21, 2022 |
By: |
/s/ Stacey Constas |
|
Name: |
Stacey Constas |
|
Title: |
General Counsel |
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