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Fresh2 Group Ltd. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq

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Fresh2 Group (NASDAQ: FRES), a B2B e-commerce and supply chain management company in the restaurant and food industry, announced on May 23, 2024, that it received a delinquency compliance alert from Nasdaq. The alert is due to the company's failure to timely file its Form 10-Q for the period ended March 31, 2024, and its Form 10-K for the fiscal year ended December 31, 2023, with the SEC. Nasdaq has given Fresh2 60 days to submit a compliance plan, with a deadline of June 17, 2024, for the company to outline how it will meet the requirements. If the plan is accepted, Fresh2 may receive an extension until October 14, 2024. If not, the company can appeal this decision to a Hearings Panel.

Positive
  • Fresh2 received an opportunity to submit a compliance plan to Nasdaq.
  • Potential extension of 180 days to regain compliance if the plan is accepted.
Negative
  • Received a delinquency compliance notice from Nasdaq.
  • Failed to timely file Form 10-Q and Form 10-K with the SEC.
  • Risks potential delisting if compliance is not achieved.

Insights

The notice from Nasdaq regarding Fresh2 Group Ltd.'s delinquency in filing required reports has significant implications for stakeholders. The failure to timely file Form 10-Q and Form 10-K suggests potential underlying financial or operational issues. It also raises concerns about the company's management and internal controls. Delinquencies in regulatory filings can lead to decreased investor confidence and increased scrutiny from regulators and the market.

From a financial perspective, this situation could result in increased costs for the company due to potential penalties and legal fees. Furthermore, the risk of delisting from Nasdaq could severely impact the stock's liquidity and accessibility to retail investors. Given that Nasdaq has provided a period to submit a compliance plan, investors should closely monitor the company's actions and any updates related to this plan.

In the short term, this news may lead to increased volatility in the stock price due to uncertainty. Long-term implications will depend on the company's ability to address the issues and meet the compliance requirements. Investors should evaluate the company's past financial performance and management's capacity to resolve these issues effectively.

From a legal standpoint, the delinquency notice is a significant event. Nasdaq Listing Rule 5250(c)(1) mandates timely periodic reports to ensure transparency and regulatory compliance. Non-compliance can trigger a series of regulatory actions, including potential delisting. The company has a short window to submit a compliance plan and the approval of this plan will determine if Fresh2 can regain compliance or face further consequences.

The involvement of a Hearings Panel indicates that the process can be prolonged and the outcomes are uncertain. Investors should understand that regulatory compliance is not optional and failure to comply can have severe repercussions. It is important to keep an eye on how Fresh2 plans to rectify these delays and whether they have a comprehensive approach to prevent future occurrences.

Moreover, non-compliance with SEC filing requirements might invite additional scrutiny and potential investigations from other regulatory bodies, adding another layer of complexity and risk for the company's future operations and stock performance.

New York, NY, May 23, 2024 (GLOBE NEWSWIRE) -- Fresh2 Group Ltd. (NASDAQ: FRES) (“Fresh2” or the “Company”), a  B2B e-commerce and supply chain management company within the restaurant and food industry, today announced that on May 23, 2024, it received a delinquency compliance alert notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that due to its failure to timely file its Form 10-Q for the period ended March 31, 2024, with the Securities and Exchange Commission (the “SEC”), and because the Company remains delinquent in filing its Form 10-K for the fiscal year ended December 31, 2023, it is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC.

In accordance with Nasdaq’s letter dated April 18, 2024, Nasdaq provided the Company 60 days to submit a plan to regain compliance with the Rule with respect to delinquent reports (the “Plan”).  The Company intends to submit the Plan to Nasdaq by June 17, 2024. If Nasdaq accepts the Plan, the Company may be granted an extension of 180 calendar days from the original due date of the Form 10-K, or until October 14, 2024, to regain compliance with the Rule. In the event the Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.

About Fresh2 Group Limited

Fresh2 Group Limited is engaged in the business-to-business e-commerce and supply chain sectors. Committed to helping restaurants lower procurement costs and improve efficiency, Fresh2 utilizes an advanced supply chain management system. By applying strategic digital technologies and innovative business models, Fresh2 is driving the online transformation of the restaurant supply industry. Fresh2 aims to refine restaurant operations, adding significant value to the food industry, and building a global network of restaurateurs in the digital age. For more information, visit: https://fresh2.co/investors.

For investor and media inquiries, please contact:

Xiaoyu Li
Phone: +1- 917 397 6890
Email: fayeli@fresh2.co

Safe Harbor Statement

This announcement contains forward-looking statements as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, formulated in accordance with the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. These statements, reflecting the Company's projections about its future financial and operational performance, employ terms like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'plans,' 'projects,' 'intends,' 'potential,' 'target,' 'aim,' 'predict,' 'outlook,' 'seek,' 'goal,' 'objective,' 'assume,' 'contemplate,' 'continue,' 'positioned,' 'forecast,' 'likely,' 'may,' 'could,' 'might,' 'will,' 'should,' 'approximately,' and similar expressions to convey the uncertainty of future events or outcomes. These forward-looking statements are based on the Company's current expectations, assumptions, and projections, involving judgments about future economic conditions, competitive landscapes, market dynamics, and business decisions, many of which are inherently challenging to predict accurately and are largely beyond the Company's control. Additionally, these statements are subject to a multitude of known and unknown risks, uncertainties, and other variables that could significantly diverge the Company's actual results from those depicted in any forward-looking statement. These factors include, but are not limited to, varying economic conditions, competitive pressures, and regulatory changes. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.


FAQ

What compliance notice did Fresh2 Group receive from Nasdaq?

Fresh2 Group received a delinquency compliance alert from Nasdaq for failing to file its Form 10-Q and Form 10-K on time.

When did Fresh2 Group receive the compliance alert notice?

Fresh2 Group received the delinquency compliance alert notice on May 23, 2024.

What are the implications of Fresh2's delinquency notice from Nasdaq?

The notice implies Fresh2 is not in compliance with Nasdaq's listing requirements, risking potential delisting if not resolved.

When is Fresh2 Group required to submit a compliance plan to Nasdaq?

Fresh2 Group must submit a compliance plan to Nasdaq by June 17, 2024.

What extensions could Fresh2 Group receive if its compliance plan is accepted?

If accepted, Fresh2 could receive an extension until October 14, 2024, to regain compliance with Nasdaq's requirements.

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