UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
As previously disclosed, Near Intelligence, Inc., a Delaware corporation (the “Company”), has issued certain convertible debentures in a series of private placements (the “Convertible Debentures”). Pursuant to the terms of the Convertible Debentures, the Company’s failure to timely file its Quarterly Report for the quarter ended September 30, 2023 (as further described below under Item 3.01) constitutes an Event of Default (as defined in the Convertible Debentures) (the “Convertible Debentures Default”), and the holders of the Convertible Debentures may, upon notice to the Company, elect to declare the full unpaid principal amount of the Convertible Debentures, together with any interest and other amounts owed in respect thereof, to be immediately due and payable. As of November 20, 2023, the aggregate principal amount of Convertible Debentures outstanding was approximately $17.0 million.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On November 14, 2023, the Company filed a Notification of Late Filing on Form 12b-25 indicating that the filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Quarterly Report”) would be delayed until it completes its previously announced internal investigation into allegations of financial mismanagement and potential fraudulent actions taken by its former chief executive officer and its former chief financial officer and is then able to assess the findings of the investigation and undertake remedial actions, if necessary.
On November 16, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report.
Under Nasdaq rules, the Company now has 60 calendar days (until January 14, 2024) 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 Quarterly Report’s original due date, which 180-day period would end on May 13, 2024, to regain compliance.
The notification has no immediate effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the Company will be able to regain compliance with the listing standards discussed above.
On November 20, 2023, the Company issued a press release disclosing the receipt of the Notice. The press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 3.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2023, the Restructuring Committee of the Board of Directors (the “Restructuring Committee”) of the Company terminated the employment of Rahul Agarwal, the Company’s Chief Financial Officer, effective immediately pursuant to the terms of his employment agreement. As previously disclosed, the Company had placed Mr. Agarwal on administrative leave from his position with the Company pending an internal investigation conducted by outside legal counsel on behalf of the Restructuring Committee with respect to allegations of financial mismanagement and potential fraudulent actions allegedly taken by Mr. Agarwal and other members of management in contravention of the Company’s financial controls and corporate governance best practices. Based on the results of the investigation to date, on November 20, 2023, the Restructuring Committee approved the termination of the employment of Mr. Agarwal for cause. Mr. John Faieta, who has been serving as the Company’s interim Chief Financial Officer while Mr. Agarwal was on administrative leave, will become the Company’s new Chief Financial Officer effective immediately.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Near Intelligence, Inc. dated November 20, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 20, 2023 | ||
| NEAR INTELLIGENCE, INC. | ||
| By: | /s/ John Faieta | |
| Name: | John Faieta | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
Near Intelligence, Inc. Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing
PASADENA, Calif., November 20, 2023 – Near Intelligence, Inc. (NASDAQ:NIR) (“Near” or the “Company”), a privacy-led data intelligence company, announced today that it received a notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) on November 16, 2023 stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (the “Quarterly Report”) with the Securities and Exchange Commission.
On November 14, 2023, the Company filed a Notification of Late Filing on Form 12b-25 indicating that the filing of the Quarterly Report would be delayed until it completes its previously announced internal investigation into allegations of financial mismanagement and potential fraudulent actions taken by its former chief executive officer and its former chief financial officer and is then able to assess the findings of the investigation and undertake remedial actions, if necessary.
Under the Nasdaq Listing Rules, the Company has 60 calendar days (until January 14, 2024) 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 of the Quarterly Report’s original due date, which 180-day period would end on May 13, 2024, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Notice has no immediate impact on the listing of the Company’s securities, which will continue to trade on Nasdaq, subject to the Company’s compliance with other continued listing requirements of Nasdaq.
About Near
Near, a global, privacy-led data intelligence platform curates one of the world’s largest sources of intelligence on people and places. Near’s patented technology analyzes data to deliver insights on approximately 1.6 billion unique user IDs across 70 million points of interest in more than 44 countries. With Near’s three-pillared approach– high-quality data, privacy, and AI – operational and marketing leaders are empowered with solutions to successfully engage and grow their businesses at scale. With a presence in Pasadena, San Francisco, Paris, Bangalore, Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse spectrum of industries including retail, real estate, restaurant, travel/tourism, telecom, media, and more. To learn more, please visit: https://near.com.
Additional information about Near is available at investors.near.com. The Company plans to routinely post important information on that site.
Investor Contact
IR@near.com
Media Contact
Cate Zovod
PR@near.com
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