Captivision Receives Notification from Nasdaq Related to Delayed Annual Report on Form 20-F

Rhea-AI Summary

Captivision (NASDAQ: CAPT) received a notification from Nasdaq on May 22, 2025, regarding non-compliance with listing rules due to its delayed Annual Report (Form 20-F) filing for the period ended December 31, 2024. The company has 60 calendar days (until July 21, 2025) to submit a compliance plan. If accepted, Nasdaq may grant an extension until November 11, 2025. This notification adds to previously disclosed non-compliance issues regarding market value of publicly held shares, minimum bid price, and market value of listed securities. While the notification doesn't immediately affect listing status, failure to regain compliance could result in delisting from Nasdaq.

Positive

• None.

Negative

• Company failed to file its Annual Report (Form 20-F) on time
• Multiple ongoing Nasdaq compliance issues including market value, bid price, and listed securities requirements
• Risk of potential delisting from Nasdaq if compliance is not achieved
• No guarantee that Nasdaq will accept the compliance plan or that the company can meet requirements within the extension period

Insights

Securities Regulatory Expert

Captivision faces possible Nasdaq delisting due to multiple compliance failures, creating significant uncertainty for investors.

Captivision has received yet another compliance notification from Nasdaq, this time for failing to file its 2024 annual report. This notification compounds existing compliance issues related to market value of publicly held shares, minimum bid price, and market value of listed securities - all fundamental requirements for maintaining a Nasdaq listing.

The company now has until July 21, 2025 to submit a compliance plan to Nasdaq. If accepted, Captivision could receive an extension until November 11, 2025 to file its overdue annual report. However, this extension isn't guaranteed, and the multiple compliance failures suggest deeper operational or financial challenges.

The absence of the annual report is particularly concerning as it leaves investors without critical financial information. Multiple listing violations significantly increase the delisting risk. The company must not only file its annual report but also address the other compliance issues to maintain its listing.

While management states they're working "diligently" to file the report, they explicitly acknowledge there's "no assurance" they'll meet the deadline or cure period. This language signals serious underlying issues preventing timely financial reporting, which often indicates potential accounting problems, resource constraints, or material business challenges.

Delisting would force shareholders to trade shares in less liquid over-the-counter markets, typically resulting in reduced valuation, decreased analyst coverage, and limited access to capital - creating a precarious situation for current investors.

MIAMI, May 23, 2025 (GLOBE NEWSWIRE) -- Captivision Inc. (“Captivision” or the “Company”) (NASDAQ: CAPT), a pioneering manufacturer and global LED solution provider, today announced that it received a letter (the “Letter”) on May 22, 2025, from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 20-F for the period ended December 31, 2024 (the “Form 20-F”) with the Securities and Exchange Commission (the “SEC”). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Stock Market. The Letter is in addition to previously disclosed letters regarding the Company’s non-compliance with Nasdaq’s continued listing standards related to market value of publicly held shares, minimum bid price, and market value of listed securities.

In accordance with Nasdaq Listing Rules, the Company has 60 calendar days (until July 21, 2025) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the Form 20-F, or until November 11, 2025, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Hearing Panel under Nasdaq Listing Rule 5815(a). If the Company fails to timely regain compliance with Nasdaq’s listing rules, the securities of the Company will be subject to delisting on Nasdaq.

The Company is continuing to work diligently to finalize and file the Form 20-F as soon as possible within the timeline prescribed by Nasdaq. However, there can be no assurance that the Company will be able to file the Form 20-F within any applicable cure period.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

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

What Nasdaq compliance issues does Captivision (CAPT) currently face?

Captivision faces multiple compliance issues: delayed Form 20-F filing, insufficient market value of publicly held shares, minimum bid price requirements, and market value of listed securities concerns.

When is Captivision's (CAPT) deadline to submit a compliance plan to Nasdaq?

Captivision has until July 21, 2025 (60 calendar days) to submit a plan to regain compliance with Nasdaq listing requirements.

What happens if Captivision (CAPT) fails to regain Nasdaq compliance?

If Captivision fails to regain compliance within the given timeframe, its securities will be subject to delisting from the Nasdaq Stock Market.

How long of an extension can Nasdaq grant Captivision (CAPT) to file its Form 20-F?

If Nasdaq accepts Captivision's compliance plan, it can grant an extension of up to 180 calendar days from the Form 20-F due date, until November 11, 2025.