SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 13, 2022
Date of Report (date of earliest event reported)
Greenidge Generation Holdings Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
(Address of principal executive offices and zip code)
(Registrant's telephone number, including area code)
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
Name of each exchange on which registered
|Class A common stock, par value $.0001||GREE||NASDAQ Global Select Market|
|8.50% Senior Notes due 2026 ||GREEL||NASDAQ Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 13, 2022, Greenidge Generation Holdings Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to maintain a minimum closing bid price of $1.00 per share for the prior 30 consecutive trading day period, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”).
The Notice provided that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days, or until June 12, 2023, to regain compliance with the Bid Price Requirement. During this initial period, the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) will continue to be traded on the Nasdaq Global Select Market. To regain compliance with the Bid Price Requirement, the closing bid price of Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive trading days, unless Nasdaq exercises its discretion to extend the ten-day period pursuant to Nasdaq Rule 5810(c)(3)(H).
The Company’s receipt of the Notice does not affect the Company’s business operations at this time or its reporting obligations with the Securities and Exchange Commission.
If the Company does not regain compliance by June 12, 2023, the Company may be eligible for an additional 180 calendar days to comply with the Bid Price Requirement, subject to Nasdaq approval. To qualify, the Company would be required, among other things, to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Bid Price Requirement and to provide written notice of its intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split if necessary. If the Company does not regain compliance within the compliance period, including any extensions that may be granted by Nasdaq, the Common Stock will be subject to delisting.
The Company intends to monitor the closing bid price of the Common Stock and will consider available options, including a reverse stock split, to regain compliance with the Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement or maintain compliance with any of the other Nasdaq continued listing requirements.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 16th day of December, 2022.
|Greenidge Generation Holdings Inc.|
|/s/ Robert Loughran|
|Chief Financial Officer|