Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
On April 3, 2023, Rosecliff Acquisition Corp I (the "Company") received a
written notice (the "Notice") from the Listing Qualifications Department (the
"Staff") of The Nasdaq Stock Market ("Nasdaq") indicating that the Company is
not in compliance with Listing Rule 5550(b)(2), due to the Company's failure to
meet the minimum $35 million Market Value of Listed Securities ("MVLS")
requirement for the Nasdaq Capital Market. The Staff based the review of the
Company's MVLS on the last 30 consecutive business days (February 17, 2023 to
March 31, 2023) and determined a deficiency exists with regards to the
applicable Nasdaq listing requirement. In addition, the Staff noted in the
Notice that the Company is not in compliance with Listing Rules 5550(b)(1) or
5550(b)(3), due to the Company's failure to maintain a stockholders' equity of
at least $2.5 million or net income from continuing operations of $500,000 in
the most recently completed fiscal year or in the two of the three most recently
completed fiscal years.
The Notice is only a notification of deficiency, not of imminent delisting. The
Notice states that the Company has until October 2, 2023, a compliance period of
180 calendar days, to regain and maintain compliance with the Nasdaq Capital
Market MVLS listing requirement. If at any time during this compliance period
the Company's MVLS closes at $35 million or more for a minimum of ten
consecutive business days, the Staff will provide the Company with a written
confirmation of compliance.
Forward-looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws, including statements regarding the Company's
compliance with Nasdaq Capital Market listing requirements, its ability to
regain and sustain compliance with Nasdaq Capital Market listing requirements
and any further actions by the Company or Nasdaq related to the foregoing. All
statements, other than historical facts are forward-looking statements. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "predict,"
"potential," "future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," or the negatives of these
terms or 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 that could cause the actual results to differ materially from the
expected or implied results. These forward-looking statements are based upon
assumptions that, while considered reasonable by the Company and its management,
as the case may be, are inherently uncertain.
The foregoing list of factors is not exhaustive. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. You
should carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" sections of the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and the other documents
filed by the Company from time to time with the U.S. Securities and Exchange
Commission. 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. These risks and
uncertainties depend on the Company's ability to timely enter into and
consummate a business combination agreement or otherwise address compliance with
the Nasdaq Capital Market listing requirements. 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 the Company 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, except as
required by securities and other applicable laws. The Company does not give any
assurance that it will achieve its expectations.
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