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Nuvini (Nasdaq: NVNI) Announces Nasdaq Notification of Non-Compliance Regarding Delayed Form 20-F Filing

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Nuvini (Nasdaq: NVNI) announced it received a notice of non-compliance from Nasdaq due to a delayed filing of its annual report for the fiscal year ended December 31, 2023. The company did not timely file its Form 20-F with the SEC. Nuvini has 60 days from the notice date, until July 16, 2024, to submit a plan to Nasdaq for regaining compliance. If accepted, Nuvini could get up to 180 days from the report's due date to comply. If Nasdaq rejects the plan, the company can appeal. This notice does not immediately affect Nuvini's Nasdaq listing. The company is working to file the report before the deadline or submit a compliance plan by July 16, 2024.

Positive
  • Nuvini is actively working to file the Annual Report before the compliance plan is due.
  • The notice has no immediate effect on the listing of Nuvini's shares on Nasdaq.
  • Nuvini has the opportunity to appeal if Nasdaq does not accept their compliance plan.
Negative
  • Non-compliance notice from Nasdaq for delayed Form 20-F filing.
  • Potential risk of delisting if the company fails to regain compliance.
  • The company has only 60 days to submit a compliance plan, adding pressure.

Insights

Nuvini's receipt of a non-compliance notice from Nasdaq for failing to file its annual report on time can have significant ramifications for the company and its investors. **Non-compliance with Nasdaq regulations** is a serious matter, even though it does not immediately affect the stock listing. The company must submit a plan to regain compliance by July 16, 2024, or risk further actions, including possible delisting.

From an investor's perspective, this situation raises concerns about **corporate governance** and **financial transparency**. Not filing the annual report on time might indicate underlying issues such as **operational challenges** or **financial instability**. The delay could also result in a loss of investor confidence, potentially leading to **increased stock volatility** in the short term.

However, if Nuvini successfully submits its compliance plan and addresses the issues promptly, it could mitigate some of the negative impact. Investors should closely monitor the company's actions over the next couple of months to gauge its commitment to resolving this issue.

The notice from Nasdaq primarily revolves around **compliance** and **regulatory obligations**. A failure to comply with filing requirements like Form 20-F can lead to serious legal and financial repercussions. However, Nasdaq's process allows for a structured timeline wherein the company can submit a plan to regain compliance and potentially receive an extension of up to 180 days from the due date of the annual report.

This grace period is important as it provides the company with a window to rectify the situation without immediate fear of delisting. The company's commitment to working diligently to file the Annual Report or submit a compliance plan is a positive step, but the legal uncertainty remains until Nasdaq accepts their plan.

Investors should be aware that non-compliance notices can sometimes be a red flag for deeper issues within the company, potentially leading to **litigation** or further **regulatory scrutiny**. Keeping an eye on how the company manages its compliance will be essential in assessing its legal and operational stability going forward.

NEW YORK, May 17, 2024 (GLOBE NEWSWIRE) -- Nvni Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), the leading serial acquirer of private SaaS B2B companies in Latin America, announced that it received a notice of non-compliance (the “Notice”) from the Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its annual report for the fiscal year ended December 31, 2023 on Form 20-F (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”).

The Notice indicates that, consistent with Nasdaq rules for continued listing, the Company has 60 calendar days from the date of the Notice, or until July 16, 2024, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the due date of the Annual Report to regain compliance. If Nasdaq does not accept the plan, the Company will have the opportunity to appeal the decision to a hearings panel under Nasdaq Listing Rule 5815(a).

The Notice has no immediate effect on the listing of the Company’s ordinary shares on the Nasdaq Capital Market. The Company is working diligently to file the Annual Report before the compliance plan is due on July 16, 2024, or alternatively, will submit to Nasdaq a plan to regain compliance on or before July 16, 2024, as required by the Notice.

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is the leading private serial software business acquirer in Latin America. The Nuvini Group acquires software companies within SaaS markets in Latin America. It focuses on acquiring profitable “business-to-business” SaaS companies with a consolidated business model, recurring revenue, positive cash generation and relevant growth potential. The Nuvini Group enables its acquired companies to provide mission-critical solutions to customers within its industry or sector. Its business philosophy is to invest in established companies and foster an entrepreneurial environment that would enable companies to become leaders in their respective industries. The Nuvini Group’s goal is to buy, retain and create value through long-term partnerships with the existing management of its acquired companies. To date, Nuvini Group’s portfolio of SaaS companies consists of Effecti Tecnologia Web Ltda., Leadlovers Tecnologia Ltda., Ipê Tecnologia Ltda., Dataminer Dados, Informações e Documentos Ltda., OnClick Sistemas de Informação Ltda., Simplest Software Ltda. and SmartNX Tecnologia Ltda.

For more information, visit www.nuvini.co

Forward-Looking Statements

Some of the statements contained in this press release include or may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies regarding the future. The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on Nuvini. There can be no assurance that future developments affecting Nuvini will be those that we have anticipated. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan,” “probably” or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this press release include, but are not limited to, statements about the ability of Nuvini to achieve projections and anticipate uncertainties relating to the business, operations and financial performance of Nuvini, including (i) expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions, (ii) expectations regarding market size, future acquisitions, partnerships or other relationships with third parties, (iii) expectations on Nuvini’s proprietary technology and related intellectual property rights, and (iv) future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future; enhance future operating and financial results; comply with applicable laws and regulations; stay abreast of modified or new laws and regulations applying to its business, including privacy regulation; anticipate rapid technological changes; and effectively respond to general economic and business conditions.

While forward-looking statements reflect Nuvini’s good faith beliefs, they are not guarantees of future performance. Nuvini disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. For a further discussion of these and other factors that could cause Nuvini's future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section “Risk Factors” of the Form F-4 most recently filed by Nuvini with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Nuvini.

For further information or media inquiries regarding this partnership, please contact:

Nuvini Investor and Media Contact
Camilla Carrapatoso
ir@nuvini.co


FAQ

What is the Nasdaq Notification of Non-Compliance received by Nuvini about?

Nuvini received a notice of non-compliance from Nasdaq because it did not timely file its annual report on Form 20-F for the fiscal year ended December 31, 2023.

What is the deadline for Nuvini to submit a compliance plan to Nasdaq?

Nuvini must submit a compliance plan to Nasdaq by July 16, 2024.

What could happen if Nasdaq does not accept Nuvini's compliance plan?

If Nasdaq does not accept Nuvini's compliance plan, the company can appeal the decision to a hearings panel.

Does the non-compliance notice immediately affect Nuvini's Nasdaq listing?

No, the non-compliance notice does not have an immediate effect on Nuvini's listing on Nasdaq.

How much time does Nuvini have to regain compliance if its plan is accepted by Nasdaq?

Nuvini could be granted up to 180 calendar days from the due date of the annual report to regain compliance if Nasdaq accepts the plan.

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