Finance of America (FOA) Delisted from NYSE, Moves to Cboe BZX

TL;DR

**FOA is getting delisted from the NYSE and moving to Cboe BZX due to low stock price, effective Feb 23rd.**

AI Summary

Finance of America Companies Inc. (FOA) announced on February 12, 2024, that its Class A common stock will be delisted from the New York Stock Exchange (NYSE) and will begin trading on the Cboe BZX Exchange (CBSX) under the same ticker symbol "FOA." This move follows the company's failure to meet continued listing standards, specifically the minimum average closing price of $1.00 per share over a 30-trading-day period. The delisting from NYSE will be effective prior to the market open on February 23, 2024.

Why It Matters

This delisting could impact investor confidence and liquidity for Finance of America's stock, potentially making it less attractive to institutional investors who may have restrictions on investing in non-NYSE listed securities.

Risk Assessment

Risk Level: high — Delisting from a major exchange like NYSE to a smaller one often signals financial distress or failure to meet listing requirements, increasing investment risk.

Key Numbers

• $1.00 — Minimum Share Price (NYSE's minimum average closing price requirement over 30 trading days)

Key Players & Entities

• Finance of America Companies Inc. (company) — Registrant whose stock is being delisted
• New York Stock Exchange (company) — Exchange from which FOA is being delisted
• Cboe BZX Exchange (company) — New exchange where FOA will trade
• $1.00 (dollar_amount) — Minimum average closing price requirement
• February 12, 2024 (date) — Date of earliest event reported
• February 23, 2024 (date) — Effective date of NYSE delisting

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share FOA New York Stock Exchange
• $1.00 — ng price of a security is not less than $1.00 over a consecutive 30 trading-day perio

Filing Documents

• foa-20240212.htm (8-K) — 37KB
• nysenoticepressrelease21624.htm (EX-99.1) — 7KB
• 0001828937-24-000007.txt ( ) — 232KB
• foa-20240212.xsd (EX-101.SCH) — 2KB
• foa-20240212_def.xml (EX-101.DEF) — 19KB
• foa-20240212_lab.xml (EX-101.LAB) — 35KB
• foa-20240212_pre.xml (EX-101.PRE) — 19KB
• foa-20240212_htm.xml (XML) — 4KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The New York Stock Exchange (the "NYSE") requires that companies with shares listed on the NYSE comply with the NYSE's continued listed standards. The NYSE's continued listing standards include the requirement set forth in Section 802.01C of the NYSE Listed Company Manual that the average closing price of a security is not less than $1.00 over a consecutive 30 trading-day period. If the average closing price of a security is less than $1.00 over a consecutive 30 trading-day period, then Section 802.01C of the NYSE Listed Company Manual provides for a six month cure period to regain compliance. Compliance can be achieved if on the last trading day of any calendar month during the cure period (or the last trading day of the cure period), the security has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the prior 30 trading-day period. Further, if a company determines that, if necessary, it will cure the price condition by taking an action that will require approval of its shareholders, it must so inform the NYSE, obtain the shareholder approval by no later than its next annual meeting and implement the action promptly thereafter. In such circumstances, the price condition will be deemed cured if the price of the security promptly exceeds $1.00 per share and the price remains above the level for at least the following 30 trading days. On February 12, 2024, Finance of America Companies Inc. ("Finance of America" or the "Company") received a notice (the "Notice") from the NYSE, indicating the Company is not in compliance with Section 802.01C of the NYSE Listed Company Manual because as of February 9, 2024, the average closing price of the Company's Class A Common Stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Class A Common Stock on

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. As required by Section 802.01C, the Company issued a press release on February 16, 2024, announcing that it had received the Notice. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company's ability to regain compliance with the NYSE's continued listing standards. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only management's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. These statements are subject to risks, uncertainties, assumptions, and other important factors. Factors that could cause the Company's actual results to differ materially from those expressed or implied in such forward-looking statements can be found in the section entitled "Risk Factors" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023, as such factors may be amended and updated from time to time in the Company's subsequent periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. Finance of America assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 99.1* Press Release, dated February 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Furnished Herewith

SIGNATURES

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. Finance of America Companies Inc. Dated: February 16, 2024 By: /s/ Matthew A. Engel Name: Matthew A. Engel Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR