The Nasdaq Stock Market has notified Codere Online that it will be delisted from its stock market as the company has not filed its Form 20-F for the year ended 31 December 2024.
In response, Codere Online has formally requested a review hearing of the delisting, a further stay of suspension of trading through the hearing process duration, and has also submitted materials to Nasdaq to explain why this stay is appropriate.
The company added that it hasn’t received a response regarding its request for a further stay of suspension of trading, but it believes it will be able to file its 2024 Form 20-F on or before 30 May 2025. This would be ahead of any hearing and in any event within the extension period the company plans to seek from the hearings panel.
An ongoing compliance situation
Codere Online’s compliance situation with Nasdaq has been an ongoing issue for several months now, as the operator struggled to file its annual report for 2023 on time.
Back in February, CEO Aviv Sher stated during the operator’s fourth quarter earnings call that things were progressing regarding its 2023 annual report filing.
This was after the operator stated it had been granted its request to continue its Nasdaq listing on 12 February by the Nasdaq Hearings Panel, subject to the company filing its 2023 Form 20-F on or before 12 May.
Sher said: “While this Nasdaq compliance issue has taken a lot more time and energy than we would have liked, we believe that things are moving in the right direction and currently expect to file our 2023 annual report within the extended deadline.”
Late filing notification
On 1 May, a notification was sent by Codere Online to the United States Securities and Exchange Commission (SEC) stating that it would be late in filing its 2024 Form 20-F.
Codere Online noted that this was due to the finalisation of the audit of its 2024 financial statements taking longer than expected “following the engagement of the company’s new independent registered public accounting firm on December 31, 2024 and the company’s diligent efforts to finalise the Form 20-F for the year ended December 31, 2023”.
The company has stated it filed its 2023 Form 20-F with the SEC on 1 May.
However, as a result of not filing the 2024 Form 20-F, Codere Online received a staff determination letter from the Listing Qualifications Department of the Nasdaq Stock Market on 16 May, notifying the company of the determination from the Nasdaq Staff to delist the company’s securities from Nasdaq.
The letter states that Codere Online may seek review of the determination to a hearings panel, under Nasdaq Listing Rule 5800 Series procedures. These hearings are usually scheduled approximately 30 to 45 days after the hearing request date.
Codere Online stated in a release: “A request for a hearing regarding a delinquent filing automatically stays the delisting of the company’s securities from Nasdaq through the duration of the hearing. It also automatically stays the suspension of trading of the company’s securities for a period of 15 days from the date of the request.
“The letter also states that when the company requests a hearing, it may also request a further stay of the suspension of trading through the duration of the hearing process.
“Earlier today, the company formally requested both a hearing to review the delisting determination and a further stay of suspension of trading through the duration of the hearing process. Furthermore, in connection with this stay request, the company submitted materials to Nasdaq to explain why this stay is appropriate, as required by Nasdaq.”
Next steps
As previously mentioned, Codere Online has stated it is yet to receive a determination regarding its request for this further stay of suspension of trading.
The operator noted it “continues to work diligently to complete and file with the SEC the 2024 Form 20-F and believes it will be able to do so, thereby regaining compliance with the Public Reports Rule, on or prior to May 30, 2025, ahead of any hearing, and in any event within the extension period the company plans to seek from the hearings panel”.
However, if a further trading suspension stay isn’t granted by Nasdaq, Codere Online said that trading of the company will be suspended at the opening of business on June 6, 2025.
In addition, if Codere Online is unable to obtain an extension period from Nasdaq, a Form 25 NSE will be filed with the SEC, removing the company’s securities from listing and registration on Nasdaq.
