01—Abstract
Summary
Summary of the 8-K filed September 20, 2024. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. (NASDAQ: SMCI) filed a Current Report on Form 8-K on September 20, 2024 to disclose that on September 17, 2024 it received a notification letter from the Listing Qualifications Department of the NASDAQ Stock Market LLC.
The letter states the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports, because the Company has not yet filed its Annual Report on Form 10-K for fiscal year 2024. The Form 10-K was due on August 29, 2024, and the Company filed a Form 12b-25 (notification of late filing) on August 30, 2024. The Company states that the letter has no immediate effect on the listing or trading of its common stock on the NASDAQ Global Select Market.
Under NASDAQ rules, the Company has 60 calendar days from the date of the notice to either file the Form 10-K or submit a plan to regain compliance. If a plan is accepted, NASDAQ could grant an exception of up to 180 calendar days from the Form 10-K's due date. If NASDAQ does not accept the plan, the Company may appeal to a NASDAQ hearings panel.
The filing attaches Exhibit 99.1, a press release dated September 20, 2024 announcing receipt of the letter. The filing itself contains no financial results, and the key near-term items for investors are the timing of the delayed 10-K filing and the Company's response to the NASDAQ deadline.
02—Key points
Key Highlights
- NASDAQ notified the Company on September 17, 2024 that it is not in compliance with Listing Rule 5250(c)(1) due to the delayed Form 10-K for fiscal year 2024.
- The Form 10-K was due on August 29, 2024; the Company filed a Form 12b-25 on August 30, 2024.
- The notice has no immediate effect on the listing or trading of the Company's common stock on the NASDAQ Global Select Market.
- The Company has 60 calendar days from the notice to file the Form 10-K or submit a compliance plan.
- If a plan is accepted, NASDAQ could grant up to 180 calendar days from the Form 10-K's due date to regain compliance.
- If NASDAQ rejects the plan, the Company may appeal to a NASDAQ hearings panel.
- The Company issued a press release on September 20, 2024 announcing receipt of the letter (Exhibit 99.1).
03—Questions
Frequently Asked Questions
Why did NASDAQ send the Company a notice?
NASDAQ Listing Rule 5250(c)(1) requires timely filing of reports with the SEC. The Company has not filed its Form 10-K for the period ending June 30, 2024, which was due on August 29, 2024, so NASDAQ issued a non-compliance letter on September 17, 2024.
Does this notice mean the stock will be delisted immediately?
No. The Company states that the letter has no immediate effect on the listing or trading of its common stock on the NASDAQ Global Select Market.
What are the Company's options for regaining compliance?
The Company has 60 calendar days from the notice date either to file the Form 10-K or to submit a plan to NASDAQ to regain compliance. If the plan is accepted, NASDAQ could grant up to 180 calendar days from the Form 10-K's due date. If NASDAQ does not accept the plan, the Company can appeal to a NASDAQ hearings panel.
Did the Company take any steps before the deadline passed?
Yes. The Company filed a Form 12b-25 on August 30, 2024, one day after the Form 10-K was due, and it publicly disclosed the NASDAQ letter in an 8-K filing and press release on September 20, 2024.
04—Continue