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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):
October 27, 2023
PARTS ID, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-38296 |
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81-3674868 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of incorporation) |
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Identification No.) |
1 Corporate Drive
Suite C
Cranbury, New Jersey 08512
(Address of principal executive offices, including
zip code)
609-642-4700
(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock |
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ID |
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NYSE American |
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 October 27, 2023 PARTS
iD, Inc., a Delaware corporation (the “Company”) received written notice (the “Notice”) from the NYSE American
LLC (the “NYSE American”) indicating that the Company is not in compliance with the continued listing standard set forth in
Section 1003(f)(v) of the NYSE American Company Guide (“Section 1003(f)(v)”) because the shares of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”) have been selling for a substantial period of time at a low
price per share. The Notice has no immediate effect on the listing or trading of the Company’s Common Stock and the Common Stock
will continue to trade on the NYSE American under the symbol “ID” with the designation of “.BC” to indicate that
the Company is not in compliance with the NYSE American’s continued listing standards. Additionally, the Notice does not result
in the immediate delisting of the Company’s Common Stock from the NYSE American.
Pursuant to Section 1003(f)(v), the NYSE American staff
(the “Staff”) determined that the Company’s continued listing is predicated on effecting a reverse stock split of its
Common Stock or demonstrating sustained price improvement within a reasonable period of time, which the Staff determined to be no later
than April 27, 2024. The Notice further stated that as a result of the foregoing, the Company has become subject to the procedures and
requirements of Section 1009 of the NYSE American Company Guide, which could, among other things, result in the initiation of delisting
proceedings, unless the Company cures the deficiency in a timely manner. The NYSE American may also accelerate delisting action in the
event that the Company’s Common Stock trades at levels viewed by the Staff to be abnormally low.
The Company intends to monitor the price of its
Common Stock and consider available options if its Common Stock does not trade at a consistent level likely to result in the Company
regaining compliance by April 27, 2024. The Company’s receipt of the Notice does not affect the Company’s business, operations
or reporting requirements with the Securities and Exchange Commission.
Item 8.01 Other Events.
On November
2, 2023, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed
in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item
8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following
exhibits are filed as part of this report:
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.
Dated: November 2, 2023
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PARTS ID, INC. |
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By: |
/s/ Lev Peker |
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Name: |
Lev Peker |
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Title: |
Chief Executive Officer |
3
Exhibit 99.1
PARTS iD Receives Notice of Non-compliance
from NYSE American
CRANBURY, N.J., November 2, 2023 -- PARTS iD, Inc. (NYSE American:
ID) (“PARTS iD” or “the Company”) today announced that it has received written notice (the “Notice”)
from the NYSE American LLC (the “NYSE American”) stating that it is not in compliance with the continued listing standard
set forth in Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) because the Company’s common
stock was selling for a substantial period of time at a low price per share.
The Notice stated that the Company’s continued listing is predicated
on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within a reasonable period
of time, which NYSE American has determined to be no later than April 27, 2024. However, NYSE American may take an accelerated delisting
action that would pre-empt the cure period in the event that the common stock trades at a level viewed to be abnormally low.
As previously reported, on May 23, 2023, the Company received
notification (the "Letter") from the NYSE American that it was not in compliance with the continued listing standards set forth
in the NYSE American Company Guide (the "Company Guide"). Specifically, the Letter indicated that the Company was not in compliance
with Sections 1003(a)(i) and 1003(a)(ii) of the Company Guide, requiring a listed company to have stockholders' equity of (i) at least $2.0
million if it has reported losses from continuing operations or net losses in two of its three most recent fiscal years and (ii)
at least $4.0 million if it has reported losses from continuing operations or net losses in three of its four most recent fiscal
years. The Company submitted a plan of compliance to the Exchange on June 22, 2023 addressing how the Company intends to regain compliance
with these requirements by November 23, 2024.
On August 8, 2023, the Company received notice from the NYSE American
that it had accepted the Company's plan and granted a plan period through November 23, 2024 to regain compliance with the continued
listing standards. If the Company is not in compliance with the continued listing standards by that date or if the Company does not make
progress consistent with the Plan during the plan period, the Exchange may commence delisting procedures.
The Company’s common stock will continue to be listed on the
NYSE American while the Company evaluates its various alternatives. The Company will also continue to be included in the list of NYSE
American noncompliant issuers, and the below compliance (“.BC”) indicator will continue to be disseminated with the Company’s
ticker symbol(s). The Company’s receipt of the Notice from the NYSE American does not affect the Company’s business, operations
or reporting requirements with the U.S. Securities and Exchange Commission.
About PARTS iD, Inc.
PARTS iD is a technology-driven, digital commerce company focused on
creating custom infrastructure and unique user experiences within niche markets. Founded in 2008 with a vision of creating a one-stop
eCommerce destination for the automotive parts and accessories market, we believe that PARTS iD has since become a market leader and proven
brand-builder, fueled by its commitment to delivering a revolutionary shopping experience; comprehensive, accurate and varied product
offerings; and continued digital commerce innovation.
Cautionary Note Regarding Forward-Looking Statements
All statements made in this press release relating to future financial
or business performance, conditions, plans, prospects, trends, or strategies and other such matters, including without limitation, expected
future performance, consumer adoption, anticipated success of our business model or the potential for long term profitable growth, are
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In addition, when or if used
in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “predict,” “potential,”
“confident,” “look forward,” “optimistic” and similar expressions and their variants, as they relate
to us may identify forward-looking statements. We operate in a changing environment where new risks emerge from time to time and it is
not possible for us to predict all risks that may affect us, particularly those associated with the COVID-19 pandemic and the conflict
in Ukraine, which have had wide-ranging and continually evolving effects. We caution that these forward-looking statements are subject
to numerous assumptions, risks, and uncertainties, which change over time, often quickly and in unanticipated ways.
Important factors that may cause actual results to differ materially
from the results discussed in the forward-looking statements include risks and uncertainties, including without limitation: the ongoing
conflict between Ukraine and Russia has affected and may continue to affect our business; competition and our ability to counter competition,
including changes to the algorithms of Google and other search engines and related impacts on our revenue and advertisement expenses;
the impact of health epidemics, including the COVID-19 pandemic, on our business and the actions we may take in response thereto; disruptions
in the supply chain and associated impacts on demand, product availability, order cancellations and cost of goods sold including inflation;
difficulties in managing our international business operations, particularly in the Ukraine, including with respect to enforcing the terms
of our agreements with our contractors and managing increasing costs of operations; changes in our strategy, future operations, financial
position, estimated revenues and losses, product pricing, projected costs, prospects and plans; the outcome of actual or potential litigation,
complaints, product liability claims, or regulatory proceedings, and the potential adverse publicity related thereto; our ability to meet
the continued listing requirements of the NYSE American and to maintain the listing of our securities thereon; the implementation, market
acceptance and success of our business model, expansion plans, opportunities and initiatives, including the market acceptance of our planned
products and services; developments and projections relating to our competitors and industry; our expectations regarding our ability to
obtain and maintain intellectual property protection and not infringe on the rights of others; our ability to maintain and enforce intellectual
property rights and ability to maintain technology leadership; our future capital requirements; our ability to raise capital and utilize
sources of cash; our ability to obtain funding for our operations; changes in applicable laws or regulations; the effects of current and
future U.S. and foreign trade policy and tariff actions; disruptions in the marketplace for online purchases of aftermarket auto parts;
costs related to operating as a public company; and the possibility that we may be adversely affected by other economic, business, and/or
competitive factors.
Further information on the factors and risks that could cause actual
results to differ from any forward-looking statements are contained in our filings with the SEC, which are available at https://www.sec.gov
(or at https://www.partsidinc.com). The forward-looking statements represent our estimates as of the date hereof only, and we specifically
disclaim any duty or obligation to update forward-looking statements.
Investors:
Brendon Frey
ICR
ir@partsidinc.com
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PARTS iD (AMEX:ID)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
PARTS iD (AMEX:ID)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024