Blog: ELECTRIC LAST MILE SOLUTIONS, INC. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Change in Directors or Principal Officers, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (f –

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

On June 10, 2022, Electric Last Mile Solutions, Inc. (the “Company”) received a
letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC
(“Nasdaq”) indicating that the bid price of the Company’s common stock, par
value $0.0001 per share (the “common stock”), closed below $1.00 per share for
30 consecutive business days and, as a result, the Company is not in compliance
with Nasdaq Listing Rule 5550(a)(2), which sets forth the minimum bid price
requirement for continued listing on the Nasdaq Global Select Market (the
“Minimum Bid Requirement”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for a
180-calendar day grace period, through December 7, 2022, to regain compliance
with the bid price requirement. Compliance can be achieved by evidencing a
closing bid price of at least $1.00 per share for a minimum of ten consecutive
business days (but generally not more than 20 consecutive business days) during
the 180-calendar day grace period.

Nasdaq’s notice has no immediate effect on the listing of the Company’s common
stock on Nasdaq. There can be no assurance that the Company will regain
compliance with the Minimum Bid Requirement or maintain compliance with any of
the other Nasdaq continued listing requirements.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in further detail in Item 8.01 of this Current Report on Form 8-K,
on June 12, 2022, the Board of Directors of the Company (the “Board”) authorized
the Company to commence a bankruptcy proceeding (the “Chapter 7 Case”) by filing
a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of
the United States Code, 11 U.S.C. §§ 101 et seq. (the “Code”) in the United
States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
In connection with the commencement of the Chapter 7 Case, Shauna F. McIntyre,
Brian M. Krzanich and Richard N. Peretz each tendered his or her resignation as
a member of the Board, to become effective upon such time as a Chapter 7 trustee
is authorized to assume control of the Company’s affairs.

Item 7.01. Regulation FD Disclosure.

On June 12, 2022, the Company issued a press release announcing the events
discussed in Items 5.02 and 8.01 of this Current Report on Form 8-K. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K is being
furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section and shall not be deemed incorporated by reference
into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.

Item 8.01. Other Events.

On June 12, 2022, following a comprehensive review with the assistance of the
Company’s outside advisors, and upon the recommendation of the Company’s
management, the Board determined that it is in the best interest of the Company
and the Company’s stockholders, stakeholders, creditors, and other interested
parties to commence the Chapter 7 Case. The Company is currently completing
preparations for the Chapter 7 Case.

Following the commencement of the Chapter 7 Case, a Chapter 7 trustee will be
appointed by the Bankruptcy Court to administer the Company’s estate and to
perform the duties set forth in Section 704 of the Code.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number    Description
99.1        Electric Last Mile Solutions, Inc. Press Release, dated June 12,
104       Cover Page Interactive Data File (the cover page XBRL tags are embedded
          within the Inline XBRL document)


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