UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 13, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (713 ) 783-8000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, Evolve Transition Infrastructure LP (the “Partnership”) received notice on June 6, 2023 from the NYSE American LLC (“NYSE”) that the Partnership was not in compliance with the continued listing standards set forth in Section 1003(f)(v) of the NYSE American Company Guide and disclosed that NYSE Regulation has determined to commence proceedings to delist the Partnership’s common units representing limited partner interests in the Partnership (“Common Units”) from the NYSE due to the low selling price of the Common Units. On June 13, 2023, the Partnership submitted formal written notice exercising its right to a review of NYSE Regulation’s delisting determination in accordance with the NYSE delisting procedures and awaits an oral hearing regarding the Partnership’s continued listing.
The delisting of the Common Units will be stayed pending the conclusion of the review process, while the trading suspension that was implemented on June 6, 2023 will remain in effect. If the Partnership is successful in its appeal of NYSE Regulation’s determination to commence delisting proceedings, the Common Units may resume trading on the NYSE. In the interim, the Common Units will continue to trade on the over-the-counter market under the symbol “SNMP.”
Item 8.01 Other Events.
As previously disclosed, the Partnership announced a one-for-thirty reverse split (the “Split”) of its Common Units on May 22, 2023. The Split was expected to be effective as of the opening of trading on June 14, 2023.
On June 13, 2023, the Partnership issued a press release announcing that it is amending the date for the previously announced Split due to the fact that the Split is subject to review by the Financial Industry Regulatory Authority (“FINRA”) as a result of the Common Units initiating trading on the over-the-counter market on June 7, 2023. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||
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.
| EVOLVE TRANSITION INFRASTRUCTURE LP | ||||||||
| By: | Evolve Transition Infrastructure GP LLC, its general partner | |||||||
| Date: June 14, 2023 | By: | /s/ Charles C. Ward | ||||||
| Charles C. Ward | ||||||||
| Interim Chief Executive Officer, Chief Financial Officer and Secretary | ||||||||
Evolve Transition Infrastructure Announces Delay in Effectiveness of Reverse Split
HOUSTON—(GLOBE NEWSWIRE)—June 13, 2023—Evolve Transition Infrastructure LP (OTC: SNMP) (“Evolve”) today announced that it is amending the date for its previously announced reverse split of its common units representing limited partner interests in Evolve (“Common Units”), which was to be effective as of the opening of trading on June 14, 2023. The delay in effecting the reverse split is due to the fact that this corporate action is now subject to review by the Financial Industry Regulatory Authority (“FINRA”) as a result of the Common Units initiating trading on the over-the-counter market on June 7, 2023. Evolve will set and announce a new effective date for the reverse split following the successful completion of FINRA’s review.
ABOUT THE PARTNERSHIP
Evolve Transition Infrastructure LP is a publicly-traded limited partnership formed in 2005 focused on the acquisition, development and ownership of infrastructure critical to the transition of energy supply to lower carbon sources. Evolve owns natural gas gathering systems, pipelines and processing facilities in South Texas and continues to pursue energy transition infrastructure opportunities.
ADDITIONAL INFORMATION
Additional information about Evolve can be found in Evolve’s documents on file with the United States Securities and Exchange Commission (“SEC”), which are available on Evolve’s website at www.evolvetransition.com and on the SEC’s website at www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements,” which involve risks and uncertainties. All statements, other than statements of present or historical fact, included in this press release are forward-looking statements. Any statements that refer to Evolve’s future strategy, future uses of capital, future operations, plans and objectives of management or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “expect,” “plan,” “anticipate,” “believe,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are based on management’s current beliefs, expectations and assumptions regarding the future of Evolve’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Evolve that may cause Evolve’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward looking statements. Therefore, you should not rely on any of these forward-looking statements. Management cautions all readers that the forward-looking statements contained in this press release are not guarantees of future performance, and actual results may differ materially from those anticipated or implied in forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, please read Evolve’s filings with the SEC, with particular attention to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in Evolve’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, all of which are available on Evolve’s website at www.evolvetransition.com and on the SEC’s website at www.sec.gov. These cautionary statements qualify all forward-looking statements attributable to Evolve or persons acting on Evolve’s behalf. Except as otherwise required by applicable law, Evolve disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
PARTNERSHIP CONTACT
Charles C. Ward
Interim Chief Executive Officer, Chief Financial Officer and Secretary
ir@evolvetransition.com
(713) 800-9477