Form 8-K - Current report

false 0001811856 0001811856 2024-01-26 2024-01-26 0001811856 us-gaap:CommonClassAMember 2024-01-26 2024-01-26 0001811856 us-gaap:WarrantMember 2024-01-26 2024-01-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2024 (January 26, 2024)

 

 

View, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-39470		84-3235065
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

195 South Milpitas Blvd.

Milpitas, California, 95035

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		VIEW		The Nasdaq Global Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share		VIEWW		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on November 21, 2023, View, Inc. (“View” or the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company no longer satisfied the $10 million stockholders’ equity requirement under the Equity Standard for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(1).

In response, the Company timely submitted a compliance plan (the “Plan”) for the Staff’s review and requested an extension to complete the plan and thereby evidence compliance with all applicable criteria for continued listing on Nasdaq.

By letter dated January 26, 2024, the Staff notified the Company that it had determined that the Company’s Plan did not evidence the Company’s ability to achieve compliance with the Nasdaq continued listing requirements and therefore determined to delist the Company’s securities from Nasdaq. The Notice indicated that unless the Company appeals the delisting determination, which it intends to do, trading of the Company’s common stock will be suspended at the opening of business on February 26, 2024. The Company intends to timely request a hearing before the Nasdaq Hearings Panel (the “Panel”), which request will stay the Staff’s delist determination at least pending completion of the hearing and the expiration of any extension that may be granted by the Panel to the Company.

The Company is considering all available options to regain compliance with the continued listing criteria; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance within any extension of time that may be granted by the Panel.

Forward-Looking Statements

This Current Report on Form 8-K, and certain materials View files with the U.S. Securities and Exchange Commission (the “SEC”), as well as information included in oral statements or other written statements made or to be made by View, other than statements of historical fact, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to statements regarding View’s ability to regain compliance with the applicable Nasdaq listing standards and maintain the listing of its securities on Nasdaq. These forward-looking statements are based on current expectations, estimates, assumptions, projections and management’s beliefs, that are subject to change. There can be no assurance that these forward-looking statements will be achieved; these statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond View’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. View’s business is subject to a number of risks which are described more fully in View’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended, its Quarterly Reports on Form 10-Q and in its other filings with the SEC. View undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

VIEW, INC.
By:		/s/ Bill Krause
		Name: Bill Krause
		Title:  Chief Legal Officer

Dated: February 1, 2024

Document and Entity Information	Jan. 26, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001811856
Document Type	8-K
Document Period End Date	Jan. 26, 2024
Entity Registrant Name	View, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39470
Entity Tax Identification Number	84-3235065
Entity Address, Address Line One	195 South Milpitas Blvd.
Entity Address, City or Town	Milpitas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95035
City Area Code	(408)
Local Phone Number	263-9200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	VIEW
Security Exchange Name	NASDAQ
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share
Trading Symbol	VIEWW
Security Exchange Name	NASDAQ

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