Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on December 6, 2022, Evolve Transition Infrastructure LP (the “Partnership”) received notice (the “12.6.22 Notice”) from the NYSE American LLC (“Exchange”) that the Partnership is below compliance with certain of the Exchange’s continued listing standards as set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”). The 12.6.22 Notice stated that the Exchange’s review of the Partnership showed that the Partnership is below compliance with Sections 1003(a)(i) and (ii) of the Company Guide, which requires the Partnership to have partners’ equity of $2.0 million or more if the Partnership has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years ended December 31, 2021, and partners’ equity of $4.0 million or more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2021, respectively. Additionally, on December 27, 2022, the Partnership received notice (the “12.27.22 Notice”) from the Exchange that the Partnership was not in compliance with the continued listing standards set forth in Section 1003(f)(v) of the Company Guide because the Partnership’s common units representing limited partner interests in the Partnership (“Common Units”) have been selling for a substantial period of time at a low price per Common Unit, which the Exchange has determined to be a 30-trading-day average of less than $0.20 per Common Unit.
On January 5, 2023, the Partnership submitted a compliance plan to the Exchange addressing how it intends to regain compliance with the continued listing standards set forth in (i) Section 1003(f)(v) of the Company Guide by June 27, 2023, and (ii) Sections 1003(a)(i) and 1003(a)(ii) of the Company Guide by June 6, 2024. Following discussions with the staff of the Exchange and subsequent updates to the Partnership’s compliance plan, the Partnership received a letter from the Exchange on February 21, 2023 stating that the Partnership’s compliance plan has been accepted and that the Partnership has been granted a targeted completion date of June 6, 2024 to implement its plan and regain compliance.
By June 6, 2024, the Partnership must either be in compliance or must have made progress that is consistent with the plan during the plan period. Failure to meet the requirements to regain compliance could result in the initiation of delisting proceedings.
The Partnership remains subject to the 12.27.22 Notice. Pursuant to Section 1003(f)(v) of the Company Guide, the Partnership’s continued listing is predicated on it effecting a reverse split of its common units or otherwise demonstrating sustained price improvement within a reasonable period of time, which the staff of the Exchange have determined to be no later than June 27, 2023.
The Common Units will continue to be listed on the Exchange while the Partnership attempts to regain compliance with the listing standards noted above by the targeted completion dates, subject to the Partnership’s compliance with other continued listing requirements of the Exchange.