Zeo Energy Corp. Receives Nasdaq Notice on Late Filing of its Form 10-K

Rhea-AI Summary

Zeo Energy Corp (Nasdaq: ZEO) has received a notice from Nasdaq on April 17, 2025, regarding non-compliance with listing requirements due to the delayed filing of its 2024 Annual Report (Form 10-K). The company failed to submit the report by the March 31, 2025 deadline.

The notice has no immediate impact on ZEO's stock listing or trading. Nasdaq has granted the company until June 16, 2025 to submit a compliance plan. If accepted, Zeo Energy may receive an extension until October 13, 2025 to regain compliance. The company states it is working to complete the delayed filing and maintain future SEC reporting obligations.

Positive

• No immediate impact on stock listing or trading status
• Company granted 60-day period to submit compliance plan
• Potential extension available until October 13, 2025 if plan accepted

Negative

• Failed to file 2024 Annual Report by regulatory deadline
• Non-compliance with Nasdaq listing requirements
• Risk of potential delisting if compliance not achieved

NEW PORT RICHEY, Fla., April 18, 2025 (GLOBE NEWSWIRE) -- Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo Energy” or the “Company”), announced today that, as expected, it received a notice (the “Notice”) from Nasdaq on April 17, 2025, notifying the Company that it is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“Fiscal Year 2024 10-K”) was not filed with the Securities and Exchange Commission (the “SEC”) by the required due date of March 31, 2025.

This Notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s shares. Nasdaq has provided the Company with 60 calendar days, until Sunday, June 16, 2025, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company an exception until October 13, 2025 to regain compliance with the Nasdaq Listing Rules.

The Company continues to work diligently to complete its Fiscal Year 2024 10-K, with subsequent periodic filings made on-time, after which the Company anticipates maintaining compliance with its SEC reporting obligations.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

About Zeo Energy Corp.

Zeo Energy Corp. is a Florida-based regional provider of residential solar, distributed energy, and energy efficiency solutions. Zeo Energy focuses on high-growth markets with limited competitive saturation. With its differentiated sales approach and vertically integrated offerings, Zeo Energy, through its Sunergy business, serves customers who desire to reduce high energy bills and contribute to a more sustainable future. For more information on Zeo Energy Corp., please visit www.zeoenergy.com.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available to the Company. Such statements may include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the filing of the Fiscal Year 2024 10-K, maintaining compliance with SEC reporting obligations and regaining compliance with Nasdaq listing rules. These forward-looking statements are based on information available as of the date of this news release, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update such forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the outcome of any legal proceedings that may be instituted against the Company or others; (ii) the Company’s success in retaining or recruiting, or changes required in, its officers, key employees, or directors; (iii) the Company’s ability to maintain the listing of its common stock and warrants on Nasdaq; (iv) limited liquidity and trading of the Company’s securities; (v) geopolitical risk and changes in applicable laws or regulations; (vi) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (vii) operational risk; (viii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Company’s resources; and (ix) other risks and uncertainties, including those included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023 and in its subsequent periodic reports and other filings with the SEC.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company, its respective directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this news release represent the views of the Company as of the date of this news release. Subsequent events and developments may cause that view to change. However, while the Company may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date of this news release.

Zeo Energy Corp. Contacts

For Investors:
Tom Colton and Greg Bradbury
Gateway Group
ZEO@gateway-grp.com

For Media:
Zach Kadletz
Gateway Group
ZEO@gateway-grp.com

FAQ

What caused Zeo Energy (ZEO) to receive a Nasdaq notice in April 2025?

Zeo Energy received the notice due to failing to file its 2024 Annual Report (Form 10-K) by the March 31, 2025 deadline, violating Nasdaq's periodic filing requirements.

What is the deadline for ZEO to submit its compliance plan to Nasdaq?

Zeo Energy must submit its compliance plan to Nasdaq by June 16, 2025, within the 60-day period granted.

Will ZEO stock be immediately delisted from Nasdaq?

No, the notice has no immediate effect on ZEO's listing or trading status on Nasdaq.

What happens if Nasdaq accepts ZEO's compliance plan?

If Nasdaq accepts the plan, ZEO may receive an extension until October 13, 2025 to regain compliance with listing requirements.

How long does ZEO have to file its delayed 2024 Annual Report?

While not explicitly stated, ZEO must file its 2024 Annual Report before October 13, 2025, if granted the maximum extension period.