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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 13, 2022, Avalon Acquisition Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market (“Nasdaq”) indicating that, due to the resignation of Mr. Steven Gluckstern from the Company’s board and audit committee, effective May 20, 2022, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605.
The Notice stated that, consistent with Listing Rule 5605(b)(1)(A) and 5605(c)(4) (the “Rules”), Nasdaq will provide the Company a cure period in order to regain compliance as follows: (i) until the earlier of the Company’s next annual shareholders’ meeting or May 20, 2023; or (ii) if the next annual shareholders’ meeting is held before November 16, 2022, then the Company must evidence compliance no later than November 16, 2022.
As previously disclosed, on June 13, 2022, the Company’s board elected Stuart H. Bohart to fill a vacancy created by Mr. Gluckstern’s resignation. Mr. Bohart was appointed to each committee of the Company’s board on which Mr. Gluckstern served prior to his resignation. Based on the foregoing information regarding the appointment of Mr. Bohart to the Company’s board and its audit committee, Staff has determined that the Company complies with the Rules.
This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company make a public announcement disclosing the deficiency no later than four business days from the date of the Notice.
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.
| AVALON ACQUISITION INC. | |||
| By: | /s/ S. Craig Cognetti | ||
| Name: | S. Craig Cognetti | ||
| Title: | Chief Executive Officer | ||
| Dated: June 16, 2022 | |||