UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On October 17, 2023, the Company notified the New York Stock Exchange (“NYSE”) that the Company is deficient in meeting the requirement under Section 303A.07(a) of the NYSE Listed Company Manual (the “Manual”), which requires NYSE audit committees to be comprised of at least three independent directors. On October 20, 2023, the Company further notified the NYSE that it was deficient with respect to Section 303A.01 of the Manual as well.
Previously, each of Alexander Suh, Christine Russell, Harold Berenson, and Theodore Wang tendered their respective resignations from the Company’s board of directors (the “Board”) and, to the extent applicable, all committees thereof. Following the resignations, the Board was fixed at four directors, with Michael Fanfant and Yakov Zubarev joining Chief Executive Officer Paul O’Brien and independent director Jurgen Ingels.
As a result of those Board changes, the Board no longer contains a majority of members who are independent under the NYSE listing standards, thus rendering the Board deficient for purposes of Section 303A.01 of the Manual. Further, the Company’s Audit Committee is presently comprised of one director, Mr. Ingels, who is independent under the NYSE listing standards, thus rendering the Audit Committee deficient for purposes of Section 303A.07(a) of the Manual. The Company is currently considering its next steps regarding compliance.
Forward-Looking Statements
Certain statements in this Current Report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events and actions, such as “will,” “intend,” “plan,” and “may,” and variations of such words, and similar expressions and future-looking language identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this Current Report include statements regarding changes to Board and committee composition, non-compliance under NYSE listing standards, and related actions and events and the results therefrom. Forward-looking statements are not guarantees of future events and actions, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or its management or the Board, or third parties, including those beyond the Company’s control. Such differences and uncertainties and related risks include, but are not limited to, the possibility that there will be changes to the Board and its committees, and the NYSE may take action, including delisting, due to, among other things, the Company’s failure to meet NYSE listing requirements. The foregoing list of differences and risks and uncertainties is illustrative but by no means exhaustive. For more information on factors that may affect the Board, and related events, please review “Risk Factors” and other information included in the Company’s filings, including the Company’s Current Report on Form 8-K filed on October 10, 2023 and amended on October 16, 2023, and records filed with the United States Securities and Exchange Commission. These forward-looking statements reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update the information provided herein.
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SIGNATURES
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.
| MariaDB plc | ||
| Dated: October 23, 2023 | ||
| By: | /s/ Paul O’Brien | |
| Paul O’Brien | ||
| Chief Executive Officer | ||
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