Sonder Holdings Inc. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K

Rhea-AI Summary

Sonder Holdings Inc. (NASDAQ: SOND) received a deficiency notification from Nasdaq due to the delayed filing of its 2023 Form 10-K. The company has 60 days to submit a compliance plan and could be granted an extension of up to 180 days to regain compliance. Sonder intends to work diligently to file the 2023 Form 10-K as soon as possible.

Insights

Financial Analyst

When a company delays its annual report, it often signals underlying issues that could range from simple clerical errors to significant financial discrepancies. Stakeholders should monitor the situation closely, as the delay can impact investor confidence and trigger volatility in the company's stock price. The extended timeline provided by Nasdaq for compliance suggests a window for Sonder to rectify the issues without immediate drastic consequences. However, the market often reacts negatively to uncertainty and the lack of transparency until the report is filed could lead to a decline in share value.

Investors should consider the historical performance of companies in similar situations, as delays in filing can sometimes precede restatements or the identification of material weaknesses in internal controls. It would be prudent to review Sonder's past financial health and any previously disclosed risks that might be related to the current delay. An analysis of the company's liquidity, debt levels and cash flows will be essential once the report is filed to assess any impact on the company's financial stability.

Legal Expert

Non-compliance with the Nasdaq Listing Rule 5250(c)(1) is a serious matter, as it requires timely filing of all periodic reports. The SEC's oversight ensures that investors have access to essential financial information to make informed decisions. The notice from Nasdaq is a procedural step, but it can lead to increased scrutiny from regulators and investors alike. Sonder's commitment to submit a compliance plan is a positive step, but it is the effectiveness of the plan and the timely resolution of the issues that will ultimately determine their ability to maintain listing status.

Should Sonder fail to regain compliance within the given timeframe, the company risks delisting, which could significantly limit its access to capital markets and further erode shareholder value. It is also important to note that the SEC may investigate the reasons behind the filing delay, which could lead to additional disclosures or enforcement actions if any violations of securities laws are discovered.

Market Research Analyst

The reaction of the market to news of delayed filings can often be indicative of the company's perceived stability and the strength of its management team. Sonder's ability to communicate effectively with shareholders and the market during this period will be critical in maintaining trust. Investors should look for patterns in market behavior in response to similar events with other companies and sectors to gauge potential outcomes.

Furthermore, the nature of the issues that caused the delay, once disclosed, will be significant. If the delay is due to operational inefficiencies, it could signal deeper systemic problems within the company. However, if the delay is due to strategic reasons such as acquisitions or restructuring, the market might respond more favorably once the rationale is fully understood. In any case, the company's subsequent actions and the eventual content of the 2023 Form 10-K will be telling in terms of Sonder's operational health and strategic direction.

SAN FRANCISCO, April 05, 2024 (GLOBE NEWSWIRE) -- Sonder Holdings Inc. (NASDAQ: SOND, “Sonder” or the “Company”) today announced that it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on April 2, 2024 (the "Notice"). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), as described more fully in the Company's Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.

In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Listing Rule. Following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the 2023 Form 10-K’s due date, or until September 30, 2024, for the Company to regain compliance. The Company intends to submit a compliance plan to Nasdaq and take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable.

As previously disclosed, the filing of the 2023 Form 10-K was delayed due to the matters described in the Form 12b-25 and the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2024. While the Company can provide no assurances as to timing, the Company will continue to work diligently to complete and file the 2023 Form 10-K as soon as practicable.

About Sonder

Sonder (NASDAQ: SOND) is revolutionizing hospitality through innovative, tech-enabled service and inspiring, thoughtfully designed accommodations combined into one seamless experience. Launched in 2014, Sonder provides a variety of accommodation options — from spacious rooms to fully-equipped suites and apartments — found in over 40 markets spanning ten countries and three continents. The Sonder app gives guests full control over their stay. Complete with self-service features, simple check-in and 24/7 on-the-ground support, amenities and services at Sonder are just a tap away, making a world of better stays open to all.

To learn more, visit www.sonder.com or follow Sonder on Instagram, LinkedIn or X.

Download the Sonder app on Apple or Google Play.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plans and expectations about the completion and filing of the 2023 Form 10-K, its submission of a plan to regain compliance with respect to the Listing Rule, and the timing thereof. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s preparation of the 2023 Form 10-K and the related financial statements, including the possibility that additional accounting errors or corrections will be identified; the possibility of additional delays in the filing of the 2023 Form 10-K and the Company’s other SEC filings; and the other risks and uncertainties described in the Company’s SEC reports, including its Current Report on Form 8-K filed on March 15, 2024, and under the heading “Risk Factors” in its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, which are available at www.sec.gov. The forward-looking statements contained herein speak only as of the date of this press release. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this press release.

Contacts

Media:
press@sonder.com

Investor:
ir@sonder.com

FAQ

Why did Sonder Holdings receive a deficiency notification from Nasdaq?

Sonder Holdings received a deficiency notification from Nasdaq due to its failure to timely file the 2023 Form 10-K.

What is the deadline for Sonder Holdings to submit a compliance plan?

Sonder Holdings has 60 calendar days after receiving the Notice to submit a plan to regain compliance with Nasdaq's Listing Rule.

Could Sonder Holdings be granted an extension to regain compliance?

Yes, Nasdaq may grant Sonder Holdings an extension of up to 180 calendar days from the 2023 Form 10-K's due date to regain compliance.

Why was the filing of the 2023 Form 10-K delayed?

The filing of the 2023 Form 10-K was delayed due to matters described in the Form 12b-25 and the Company's Current Report on Form 8-K filed with the SEC.