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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):
April 16, 2025
Evolv
Technologies Holdings, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39417 |
|
84-4473840 |
(State or other
jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
500
Totten Pond Road, 4th
Floor
Waltham,
Massachusetts |
|
02451 |
| (Address of principal
executive offices) |
|
(Zip Code) |
(781)
374-8100
Registrant’s telephone number, including
area code
(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 |
|
EVLV |
|
The
Nasdaq Stock Market |
| Warrants
to purchase one share of Class A common stock |
|
EVLVW |
|
The
Nasdaq Stock 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. ¨
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 16, 2025, Evolv
Technologies Holdings, Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq
Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) as a result of the delayed filing of the Company’s Annual
Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”).
The Company previously submitted
a plan to regain compliance with the Nasdaq Listing Rule to Nasdaq in connection with an earlier notice of non-compliance from Nasdaq
with respect to its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Quarterly Report”).
Nasdaq has informed the Company that it must submit an update to its plan of compliance by May 1, 2025 to address how it intends
to regain compliance with the Nasdaq Listing Rule. Previously, Nasdaq had granted the Company an exception until May 19, 2025 to
file the Quarterly Report. As a result, any additional Nasdaq exception to allow the Company to regain compliance with all delinquent
filings will be limited to a maximum of 180 calendar days from the due date of the Quarterly Report, or May 19, 2025. The Company
is working expeditiously to file the Annual Report and the Quarterly Report. The Company expects to be current with all its Securities
and Exchange Commission (“SEC”) filing requirements no later than May 19, 2025.
| Item 7.01 |
Regulation FD Disclosure. |
On April 22, 2025, the
Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished
under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such filing.
Forward-looking Statements
This Current Report on Form 8-K
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends for
such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including statements regarding the timing of the filing of the Company’s Annual
Report and Quarterly Report and the Company’s expectations with respect to its SEC filing requirements and its Nasdaq compliance
requirements and submitting an updated plan to regain compliance with the Nasdaq Listing Rule. Forward-looking statements involve known
and unknown risks, uncertainties and other important factors that may cause the Company’s actual results and actions to be materially
different from any future results or actions expressed or implied by the forward-looking statements, including, but not limited to, the
factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 filed with the SEC on February 29, 2024, as any such factors may be updated from time to time in the Company’s
other filings with the SEC, including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2024. The forward-looking statements in this Current Report on Form 8-K
are based upon information available to the Company as of the date hereof, and while the Company believes such information forms a reasonable
basis for such statements, it may be limited or incomplete, and the Company’s statements should not be read to indicate that Company
has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently
uncertain, and investors are cautioned not to unduly rely upon these statements.
Except as required by applicable
law, we do not plan to publicly update or revise any forward-looking statements contained in this Current Report, whether as a result
of any new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
| |
Evolv Technologies Holdings, Inc. |
| |
|
|
| Date: April 22, 2025 | By: |
/s/ Rachel Roy |
| |
Name: |
Rachel Roy |
| |
Title: |
General Counsel and Secretary |
Exhibit 99.1
Evolv Receives Expected Nasdaq Delinquency Notification
- No Immediate Effect on the Company’s
Securities Listed on Nasdaq -
Waltham, Massachusetts – April 22,
2025 – Evolv Technologies Holdings, Inc. (NASDAQ: EVLV), a leading security technology company pioneering AI-based solutions
designed to create safer experiences, today announced it received an expected delinquency notification letter (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 16, 2025. The Notice indicated
that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) as a result
of the delayed filing of the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual
Report”). As previously announced, the delay in filing the Company’s Annual Report is due to the internal investigation into
certain sales practices, which affected revenue recognition and other key metrics and required the restatement of certain financial statements.
The Nasdaq Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and
Exchange Commission (the “SEC”). This notification has no immediate effect on the Company’s securities listed on Nasdaq.
The Company previously submitted a plan to regain
compliance with the Nasdaq Listing Rule to Nasdaq in connection with an earlier notice of non-compliance from Nasdaq with respect
to its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Quarterly Report”). In the Notice,
Nasdaq has informed the Company that it must submit an update to its plan of compliance by May 1, 2025, to address how it intends
to regain compliance with the Nasdaq Listing Rule. Previously, Nasdaq had granted the Company an exception until May 19, 2025 to
file the Quarterly Report. As a result, any additional Nasdaq exception to allow the Company to regain compliance with all delinquent
filings, will be limited to a maximum of 180 calendar days from the due date of the Quarterly Report, or May 19, 2025.
The Company is working expeditiously, in partnership
with AlixPartners LLP—a leading global business advisory firm—to complete and file both its Annual Report and its Quarterly
Report . The Company expects to submit both filings to the SEC simultaneously.
About Evolv Technology
Evolv Technology (NASDAQ: EVLV) is designed
to transform human security to make a safer, faster, and better experience for the world’s most iconic venues and companies as
well as schools, hospitals, and public spaces, using industry leading artificial intelligence (AI)-powered screening and analytics.
Its mission is to transform security to create a safer world to live, work, learn, and play. Evolv has digitally transformed the
gateways in many places where people gather by enabling seamless integration combined with powerful analytics and insights.
Evolv’s advanced systems have scanned more than a billion people since 2019. Evolv has been awarded the U.S. Department of
Homeland Security (DHS) SAFETY Act Designation as a Qualified Anti-Terrorism Technology (QATT) as well as the Security Industry
Association (SIA) 2024 New Products and Solutions (NPS) Award in the Law Enforcement/Public Safety/Guarding Systems category, as
well as Sport Business Journal’s (SBJ) 2024 awards for “Best In Fan Experience Technology” and “Best In
Sports Technology”. Evolv®, Evolv Express®, Evolv Insights®, Evolv Visual Gun Detection™, Evolv
eXpedite™, and Evolv Eva™ are registered trademarks or trademarks of Evolv Technologies, Inc. in the United States
and other jurisdictions. For more information, visit evolv.com.
Forward-looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including statements regarding the timing of the filing of the Company’s Annual
Report and Quarterly Report and the Company’s expectations with respect to its SEC filing requirements and its Nasdaq compliance
requirements and submitting an updated plan to regain compliance with the Nasdaq Listing Rule. Forward-looking statements involve known
and unknown risks, uncertainties and other important factors that may cause our actual results and actions to be materially different
from any future results or actions expressed or implied by the forward-looking statements, including, but not limited to, the factors
discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023
filed with the SEC on February 29, 2024, as any such factors may be updated from time to time in our other filings with the SEC,
including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and the Quarterly Report on Form 10-Q
for the quarter ended June 30, 2024. The forward-looking statements in this press release are based upon information available to
us as of the date hereof, and while we believe such information forms a reasonable basis for such statements, it may be limited or incomplete,
and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available
relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Except as required by applicable law, we do not
plan to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information,
future events or otherwise.
Media Contact:
Alexandra Smith Ozerkis
aozerkis@evolvtechnology.com
Investor Contact:
Brian Norris
bnorris@evolvtechnology.com