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BCS

Current Report · Items 3.01, 7.01, 9.01 · 8-K

Evolv Technologies Holdings, Inc.

EVLVNASDAQEQUITYCurrent

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD Disclosure

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 16, 2025, Evolv Technologies Holdings, Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “…

Filed Apr 22, 2025Accepted Apr 22, 2025, 5:08 PM EDTCIK 1805385Accession 0001104659-25-037530
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Company context

Evolv Technologies Holdings, Inc (NASDAQ: EVLV) is designed to transform human security to make a safer, faster, and better experience for the world’s most iconic venues and companies as well as schools, hospitals, and public spaces, using industry leading artificial intelligence (AI)-powered screening and analytics. Its mission is to transform security to create a safer world to live, work, learn, and play. Evolv has digitally transformed the gateways in many places where people gather by enabling seamless integration combined with powerful analytics and insights. Evolv’s advanced systems have scanned more than two billion people since 2019. Evolv has been awarded the U.S. Department of Homeland Security (DHS) SAFETY Act Designation as a Qualified Anti-Terrorism Technology (QATT) as well as the Security Industry Association (SIA) 2024 New Products and Solutions (NPS) Award in the Law Enforcement/Public Safety/Guarding Systems category, as well as Sport Business Journal’s (SBJ) 2024 awards for “Best In Fan Experience Technology” and “Best In Sports Technology”. Evolv®, Evolv Express®, Evolv Insights®, Evolv Visual Gun Detection™, Evolv eXpedite™, and Evolv Eva™ are registered trademarks or trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions. For more information, visit evolv.com.

Current securities

Historical securities (8)

Recent company filings

  1. 4 filingOct 6, 2026
  2. 144 filingSep 11, 2026
  3. 4 filingSep 9, 2026
  4. 144 filingAug 19, 2026
  5. 4 filingAug 18, 2026

Disclosure sections

Items 3.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.01Item 3.01 - Notice of Delisting
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 16, 2025, Evolv Technologies Holdings, Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) as a result of the delayed filing of the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”). The Company previously submitted a plan to regain compliance with the Nasdaq Listing Rule to Nasdaq in connection with an earlier notice of non-compliance from Nasdaq with respect to its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Quarterly Report”). Nasdaq has informed the Company that it must submit an update to its plan of compliance by May 1, 2025 to address how it intends to regain compliance with the Nasdaq Listing Rule. Previously, Nasdaq had granted the Company an exception until May 19, 2025 to file the Quarterly Report. As a result, any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings will be limited to a maximum of 180 calendar days from the due date of the Quarterly Report, or May 19, 2025. The Company is working expeditiously to file the Annual Report and the Quarterly Report. The Company expects to be current with all its Securities and Exchange Commission (“SEC”) filing requirements no later than May 19, 2025.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On April 22, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2512772d1_ex99-1.htm

EX-99.1 2 tm2512772d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Evolv Receives Expected Nasdaq Delinquency Notification - No Immediate Effect on the Company’s Securities Listed on Nasdaq - Waltham, Massachusetts - April 22, 2025 - Evolv Technologies Holdings, Inc. (NASDAQ: EVLV), a leading security technology company pioneering AI-based solutions designed to create safer experiences, today announced it received an expected delinquency notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 16, 2025. The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) as a result of the delayed filing of the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”). As previously announced, the delay in filing the Company’s Annual Report is due to the internal investigation into certain sales practices, which affected revenue recognition and other key metrics and required the restatement of certain financial statements. The Nasdaq Listing Rule requires listed companies to timely file all required periodic financial …

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