CID HoldCo has secured a reprieve for its Nasdaq listing, subject to applying to move its shares to the Nasdaq Capital Market by Nov. 2. The decision came after the company filed a late quarterly report and completed its acquisition of Envoy Technologies.
The company also added a director designated by BladeRanger, one of the parties to the acquisition. The board appointment gives BladeRanger representation at the board level following the transaction.
Key details
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Nasdaq listing: On Oct. 28, a Nasdaq hearing panel granted CID HoldCo’s request to remain listed, provided it applies to transfer its securities to the Nasdaq Capital Market by Nov. 2. The panel also gave the company an exception to complete its plan for demonstrating compliance with Nasdaq’s continued-listing requirements. The panel cited the filing of CID HoldCo’s overdue quarterly report for the quarter ended June 30 and the completion of the Envoy acquisition.
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Envoy acquisition: CID HoldCo completed the purchase of all of Envoy’s outstanding shares on Oct. 9. In exchange, Envoy’s owners received CID HoldCo common stock and newly authorized Series C convertible, non-redeemable preferred stock. Envoy is now a wholly owned subsidiary. The announcement did not provide the number of shares issued or their value.
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New director: On Oct. 23, the board appointed Avi Cohen to fill an existing vacancy. BladeRanger designated him under its rights in the purchase agreement. Cohen will serve until the 2029 annual meeting, unless a successor is elected earlier.
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Cohen’s background and pay: The board determined that Cohen meets its independence standards and those of Nasdaq and the Sarbanes-Oxley Act. He has held board and executive roles in semiconductor technology, analytics and corporate strategy, including current board positions at ZOOZ Strategy, Cognyte Software and Nova. He will receive the company’s standard compensation and equity awards for non-employee directors.
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Further stockholder materials: CID HoldCo plans to file a proxy statement and other materials concerning the acquisition. The board has not yet set the record date for the proxy mailing.
What changes for investors
The Nasdaq panel’s decision keeps CID HoldCo’s listing in place for now, but requires the company to apply for a move to the Capital Market and complete its compliance plan. The acquisition has already closed, and BladeRanger now has board representation through its designated director.