Tingo Group, Inc. to File Form 25 to Voluntarily Delist its Common Stock from the Nasdaq Stock Market

MONTVALE, N.J., Feb. 20, 2024 (GLOBE NEWSWIRE) -- Tingo Group, Inc. (NASDAQ: TIO) (“Tingo” or the “Company”) today announced that the Company intends to voluntarily terminate the listing of its common stock on the Nasdaq Stock Market (“Nasdaq”).

As previously disclosed by the Company:

On November 13, 2023, the Company was notified by Nasdaq that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price rule, because its common stock failed to achieve a closing bid price of $1.00 or more for 30 consecutive business days. The Notification Letter provided that the Company had 180 days, or until May 13, 2024, to regain compliance, by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 business days.

On December 26, 2023, the Company filed a Form 8-K in connection with the action filed against the Company by the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2023. The Form 8-K disclosed that the Company’s previously issued financial statements for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, June 30, and September 30, 2023, should no longer be relied upon pending further investigation into the allegations made by the SEC (the “Investigation”). As a result of this disclosure, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Commission.

On January 12, 2024, the Company was notified by Nasdaq that it was not in compliance with its audit committee requirements as set forth in Listing Rule 5605, which stipulates that an audit committee must have at least three members, each of whom must be an independent director. The Company’s audit committee reduced to two members on December 20, 2023, following the resignation of Mr. Jamal Khurshid.

Having carefully considered the above non-compliance matters together with other factors, and consulted with Nasdaq, the Company’s Board of Directors (the “Board”) has decided it is in shareholders’ best interests to file Form 25 and voluntarily delist from Nasdaq. The Board believes that such a step will allow the Company to better focus its efforts and resources towards the Investigation and the protection of shareholder value. Once the investigation has been completed, and any appropriate actions taken, the Company will consider reapplying for a listing on Nasdaq or another major stock exchange.