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FLJ Group Limited Receives NASDAQ Deficiency Notice

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FLJ Group Limited (NASDAQ: FLJ) received a notice from Nasdaq stating non-compliance with listing rules due to asset and revenue requirements. The company has 45 days to submit a plan for compliance.
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  • Non-compliance with Nasdaq listing rules for asset and revenue requirements
  • Failure to meet the minimum Market Value of Publicly Held Shares (MVPHS) requirement
  • Potential delisting if compliance is not regained

Insights

The notice from Nasdaq regarding FLJ Group Limited's non-compliance with listing rules is a significant development with potential implications for the company's financial stability and investor confidence. The failure to meet the minimum requirements in total assets and total revenues, as well as the Market Value of Publicly Held Shares (MVPHS), may indicate underlying issues with the company's business model or market valuation. It is essential to scrutinize the company's strategic decisions, such as the disposal and deconsolidation of subsidiaries, which have impacted its financial metrics.

Investors should closely monitor the company's ability to submit a viable compliance plan within the stipulated timeframe and its effectiveness in regaining compliance. The potential transition to the Nasdaq Capital Market could impact the stock's liquidity and investor perception. The market reaction to this news will be a critical indicator of stakeholder sentiment and could influence the company's cost of capital in the future.

FLJ Group's current predicament reflects broader market trends where companies face rigorous scrutiny from exchanges to maintain listing standards. This situation can serve as a barometer for the health of similar firms within the sector. A comprehensive analysis of peer performance and industry benchmarks is crucial to understand the potential long-term effects on FLJ Group's market position.

Investor and analyst communities will likely weigh the company's operational performance and governance against these standards. The deconsolidation of subsidiaries could be a strategic pivot or a sign of retrenchment, which needs to be contextualized within the industry's competitive landscape. The company's response to this challenge and its strategic maneuvers in the coming months will be pivotal in maintaining its industry standing and investor relations.

From a legal perspective, FLJ Group's announcement highlights the importance of adherence to exchange regulations and the procedural aspects of compliance. The company's proactive disclosure in line with Nasdaq Listing Rule 5810(b) demonstrates an effort to maintain transparency with its stakeholders. The legal intricacies of submitting a compliance plan, the potential for an appeal process and the option to transfer to a different market tier are all critical considerations.

The company's legal team must navigate these challenges while ensuring ongoing compliance with securities laws. The implications of a delisting or market tier transfer could include increased regulatory scrutiny and a need for robust legal strategies to mitigate potential investor lawsuits or other legal actions resulting from the company's non-compliance and its impact on stock performance.

SHANGHAI, China, Feb. 21, 2024 (GLOBE NEWSWIRE) -- FLJ Group Limited (NASDAQ: FLJ) (the “Company”), today announced that it has received notice from the Nasdaq Stock Market LLC (“Nasdaq”) dated February 20, 2024 stating that the Company is not in compliance with certain Nasdaq Rules for continued listing on the Nasdaq Global Market.

The Nasdaq notice stated that the Company is not in compliance with the minimum US$50 million in total assets and total revenue for the most recently completed fiscal year or two of the last three most recently completed fiscal years requirement and does not comply with an alternative requirement of Nasdaq Listing Rule 5450(b). The Company disposed and deconsolidated certain subsidiaries in October 2023 and with effect to prior fiscal years total assets and total revenues. The Company also no longer meets the minimum Market Value of Publicly Held Shares (“MVPHS”) requirement under Nasdaq Listing Rules. Nasdaq Listing Rule 5450(b)(3)(C) requires companies to maintain a minimum MVPHS of US$15 million, and Nasdaq Listing Rule 5810(c)(3)(D) provides that a failure to meet the MVPHS requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the MVPHS of the Company for the 30 consecutive business days from January 5, 2024 to February 16, 2024, the Company no longer meets the minimum MVPHS requirement.

The Nasdaq notice has no immediate effect on the Company’s listing or on the trading of the Company’s ADSs.

As provided in the Nasdaq Listing Rules, the Company has 45 calendar days (or until April 5, 2024) to submit a plan to regain compliance with the continued listing standards. If such compliance plan is accepted by Nasdaq, the Company may be granted a compliance period of up to 180 calendar days from February 20, 2024 to evidence compliance.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has a compliance period of 180 calendar days (or until August 19, 2024) to regain compliance of MVPHS requirement. If at any time during this compliance period the Company’s MVPHS closes at US$15 million or more for a minimum of ten consecutive business days, Nasdaq will notify the Company that it has achieved compliance with the MVPHS requirement.

In the event the Company does not regain compliance prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel Alternatively, the Company may consider applying to transfer its securities to the Nasdaq Capital Market.

The Company intends to submit the compliance plan on or before April 5, 2024. This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.

About FLJ Group Limited

FLJ Group Limited, through its subsidiaries and consolidated variable interest entities, operates insurance agency and insurance technology business. The insurance agency is PRC-licensed and operates nationwide in the PRC with a wide range of insurance products underwritten by major insurance companies, including industry leading and/or state-owned property and casualty insurance companies as well as certain regional property and casualty insurance companies in China. The insurance technology business is focused on operating and developing insurance technology in the PRC, including developing SaaS platform to connect consumers and underwriting support.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements include, among others, statements regarding the Company’s plans to regain compliance with Nasdaq Rules for continued listing. The Company’s actual results may differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The reports filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For investor and media inquiries, please contact:

FLJ Group Limited
E-mail: ir@qk365.com

Christensen

In China
Mr. Rene Vanguestaine
Phone: +86-10-5900-1548
E-mail: rene.vanguestaine@christensencomms.com

In the U.S.
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: linda.bergkamp@christensencomms.com


FAQ

Why did FLJ Group Limited receive a notice from Nasdaq?

FLJ Group Limited received a notice from Nasdaq due to non-compliance with certain listing rules regarding asset and revenue requirements.

What are the consequences of not meeting the MVPHS requirement?

Failure to meet the minimum Market Value of Publicly Held Shares (MVPHS) requirement may lead to potential delisting if compliance is not regained.

What is the deadline for FLJ Group Limited to submit a compliance plan?

FLJ Group Limited has until April 5, 2024, to submit a compliance plan to regain compliance with the listing standards.

What happens if FLJ Group Limited does not regain compliance within the specified period?

If FLJ Group Limited does not regain compliance before the expiration of the compliance period, its securities may be subject to delisting.

Can FLJ Group Limited appeal the delisting determination?

FLJ Group Limited can appeal the delisting determination to a Nasdaq Hearings Panel if compliance is not regained within the specified period.

What alternative option does FLJ Group Limited have if delisting occurs?

If delisting occurs, FLJ Group Limited may consider applying to transfer its securities to the Nasdaq Capital Market.

When does FLJ Group Limited intend to submit the compliance plan?

FLJ Group Limited intends to submit the compliance plan on or before April 5, 2024, as required by Nasdaq Listing Rule 5810(b).

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