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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On December 17, 2025, Luminar Technologies, Inc. (the "Company") was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that Nasdaq had determined to delist the Company's Class A common stock, par value $0.0001 per share (the "Common Stock") in accordance with Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company's commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") on December 15, 2025 (the "Chapter 11 Cases"). Nasdaq further indicated that trading of the Common Stock will be suspended at the opening of business on December 24, 2025, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission (the "SEC"), which will remove the Common Stock from listing and registration on Nasdaq. The Company does not intend to appeal Nasdaq's determination.
After delisting from Nasdaq, the Common Stock is expected to commence trading on the Pink Limited Market operated by the OTC Markets Group, Inc. (commonly referred to as the "pink sheets"). The Pink Limited Market is a significantly more limited market than Nasdaq, and will likely result in a less liquid market for existing and potential holders of the Common Stock to trade the Common Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that the Common Stock will continue to trade on this market or whether broker-dealers will continue to provide public quotes of the Common Stock on this market.
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