Captivision, Inc. Announces Receipt of Staff Determination Letter from Nasdaq

Rhea-AI Summary

Captivision (NASDAQ: CAPT), a global LED solution provider, received a staff determination letter from Nasdaq on June 4, 2025, due to non-compliance with listing requirements. The company failed to maintain the minimum Market Value of Listed Securities (MVLS) of $50 million required for Nasdaq Global Market listing. Additionally, Captivision has not filed its Form 20-F for December 31, 2024, violating Nasdaq's Filing Requirement. While the determination letter doesn't immediately affect trading or delisting, Captivision plans to request a hearing before the Nasdaq Hearings Panel, which will automatically stay any suspension for 15 calendar days. The company will seek an extended stay through the hearing date, though there's no guarantee of approval or eventual compliance.

Positive

• Company can request and potentially receive additional time to regain compliance through the hearing process
• Trading suspension is automatically stayed for 15 calendar days following hearing request

Negative

• Company failed to maintain minimum $50 million market value requirement for Nasdaq Global Market listing
• Failed to file Form 20-F for period ended December 31, 2024
• Risk of potential delisting from Nasdaq Global Market
• Multiple compliance issues may reduce chances of receiving extension

Insights

Securities Compliance Specialist

Captivision faces potential Nasdaq delisting due to market value deficiency and reporting failure, though delisting isn't imminent.

Captivision's receipt of a Nasdaq determination letter signals serious compliance issues that investors should monitor closely. The company has failed to maintain the $50 million minimum market value requirement for Nasdaq Global Market listing despite having a 180-day remediation period that expired June 2, 2025.

Compounding this problem, Captivision hasn't filed its Form 20-F for the period ending December 31, 2024 - a critical annual report required for foreign private issuers. This reporting failure constitutes a separate delisting basis under Nasdaq rules.

While immediate delisting isn't occurring, Captivision now enters a more precarious phase. Their planned hearing request will temporarily halt any trading suspension for at least 15 days, and they're seeking an extended stay through the hearing process. However, the Panel has no obligation to grant additional time, and the company has shown no clear path to compliance with either requirement.

For investors, this situation creates heightened uncertainty. Companies facing delisting often struggle to recover investor confidence, and potential relegation to over-the-counter markets typically results in reduced liquidity, analyst coverage, and institutional investment. The dual compliance failures suggest potential underlying financial or operational challenges that may extend beyond regulatory issues alone.

MIAMI, June 06, 2025 (GLOBE NEWSWIRE) -- Captivision Inc. (“Captivision” or the “Company”) (NASDAQ: CAPT), a pioneering manufacturer and global LED solution provider, announced that on June 4, 2025, it received a staff determination letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had not regained compliance with the Market Value of Listed Securities (“MVLS”) Requirement by June 2, 2025. The Determination Letter has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s securities.

As previously reported in a Current Report on Form 6-K filed on December 9, 2024, the Company received a deficiency letter from the Nasdaq Staff on December 3, 2024, notifying the Company that for the last 30 consecutive business days, the Company’s MVLS was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A). The Company was provided an initial period of 180 calendar days, or until June 2, 2025, to regain compliance with the MVLS Requirement.

Additionally, on May 22, 2025, Staff notified the Company that since it had not yet filed its Form 20-F for the period ended December 31, 2024, it no longer complied with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”). However, pursuant to Listing Rule 5810(c)(2), this deficiency serves as a separate and additional basis for delisting, and the Company should also address this concern before a Hearings Panel (the “Panel”) if it appeals Staff’s determination.

Accordingly, and as described in the Determination Letter, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any trading suspension or delisting action for an additional 15 calendar days following the date of the request; however, Nasdaq provides a process for requesting an extension of the stay through the hearing date and any subsequent extension period granted by the Panel. In connection with its hearing request, the Company will request to have the stay extended through the hearing and any additional extension period that may be granted by the Panel thereafter. However, there can be no assurance that the Panel will grant the Company an extended stay or an additional extension to demonstrate compliance, or that the Company will be able to regain compliance by the end of any additional extension period.

About Captivision

Captivision is a pioneering manufacturer of media glass, combining IT building material and architectural glass. The product has a boundless array of applications including entertainment media, information media, cultural and artistic content as well as marketing use cases. Captivision can transform any glass façade into a transparent media screen with real time live stream capability. Captivision is fast becoming a solution provider across the LED product spectrum.

Captivision’s media glass and solutions have been implemented in hundreds of locations globally across sports stadiums, entertainment venues, casinos and hotels, convention centers, office and retail properties and airports. Learn more at http://www.captivision.com/.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies, or expectations for the Company’s respective businesses. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “believe”, “can”, “continue”, “expect”, “forecast”, “may”, “plan”, “project”, “should”, “will” or the negative of such terms, and similar expressions, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The risks and uncertainties include, but are not limited to: (1) the ability to raise financing in the future and to comply with restrictive covenants related to indebtedness; (2) the ability to realize the benefits expected from the business combination and the Company’s strategic direction; (3) the significant market adoption, demand and opportunities in the construction and digital out of home media industries for the Company’s products; (4) the ability to maintain the listing of the Company’s ordinary shares and warrants on Nasdaq; (5) the ability of the Company to remain competitive in the fourth generation architectural media glass industry in the face of future technological innovations; (6) the ability of the Company to execute its international expansion strategy; (7) the ability of the Company to protect its intellectual property rights; (8) the profitability of the Company’s larger projects, which are subject to protracted sales cycles; (9) whether the raw materials, components, finished goods, and services used by the Company to manufacture its products will continue to be available and will not be subject to significant price increases; (10) the IT, vertical real estate, and large format wallscape modified regulatory restrictions or building codes; (11) the ability of the Company’s manufacturing facilities to meet their projected manufacturing costs and production capacity; (12) the future financial performance of the Company; (13) the emergence of new technologies and the response of the Company’s customer base to those technologies; (14) the ability of the Company to retain or recruit, or to effect changes required in, its officers, key employees, or directors; (15) the ability of the Company to comply with laws and regulations applicable to its business; and (16) other risks and uncertainties set forth under the section of the Company’s Annual Report on Form 20-F entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this press release and the Company’s management team’s current expectations, forecasts, and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers, and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company management team’s views as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

Investor Contact:
Gateway Group
Ralf Esper
+1 949-574-3860
CAPT@gateway-grp.com

FAQ

Why is Captivision (CAPT) at risk of being delisted from Nasdaq?

Captivision is at risk of delisting for two reasons: failing to maintain the minimum $50 million market value requirement and not filing its Form 20-F for the period ended December 31, 2024.

What happens next for Captivision (CAPT) after receiving the Nasdaq determination letter?

Captivision plans to request a hearing before the Nasdaq Hearings Panel, which will automatically stay any trading suspension for 15 calendar days. The company will also seek an extended stay through the hearing date.

Will Captivision (CAPT) stock be immediately delisted from Nasdaq?

No, the determination letter has no immediate effect on trading or delisting. The company has the right to appeal and request a hearing, which temporarily stays any delisting action.

What requirements did Captivision (CAPT) fail to meet for Nasdaq listing?

Captivision failed to meet two requirements: maintaining a minimum market value of listed securities of $50 million and filing its Form 20-F annual report for December 31, 2024.

How long does Captivision (CAPT) have to regain Nasdaq compliance?

While the initial 180-day compliance period ended June 2, 2025, the company can request additional time through a hearing process, though extension approval is not guaranteed.