{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-029415","form_type":"8-K","ticker":null,"cik":"0001822145","company_name":"Presto Automation Inc.","filed_at":"2024-02-29T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.737396+00:00","generated_at":"2026-06-05T07:16:42.908301+00:00","sec_items":["3.01","5.03","5.07","8.01","9.01"],"event_type":"regulatory","sentiment":"negative","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Presto Automation receives Nasdaq delisting notice; authorized shares increase to 100B; raises $2.1M offering","bullets":["Received Nasdaq notice for MVPHS non-compliance; MVPHS below $15M for 35 consecutive days; 180-day cure period through Aug 21, 2024.","Stockholders approved increase in authorized shares from 180M to 100B at special meeting on Feb 26, 2024.","Approved issuances of shares >19.99% under three separate agreements (Oct 2023, Nov 2023, Jan 2024).","Registered direct offering of 8.533M shares at $0.25/share for gross proceeds of $2.1M; expected to close March 4, 2024.","Company already not compliant with minimum bid price and Market Value of Listed Securities requirements, adding delisting risk."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-029415","json":"https://secwatch.observer/filing/0001104659-24-029415.json","markdown":"https://secwatch.observer/filing/0001104659-24-029415.md","text":"https://secwatch.observer/filing/0001104659-24-029415.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/0001104659-24-029415-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/tm247433d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T07:16:42.908301+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5601f00ee73e0b110f24f9bf594041e2924b4c89","claim":"Presto Automation Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(C)).","evidence_excerpt":"February 23, 2024, Presto Automation Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the requirement to maintain a minimum Market Value of Publicly Held Securities (“MVPHS”) of $15 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”), because the MVPHS of the Company was below $15 million for the 35 consecutive business days prior to the date of the Notice. The Notice is in addition to the previously disclosed letters received on February 6, 2024, notifying the C","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/0001104659-24-029415-index.htm","confidence":0.95,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"deficiency notice"},{"label":"Deficiency","value":"market value"},{"label":"Rules","value":"5450(b)(2)(C)"}],"fact_type":"exchange_compliance_notice"},{"claim_id":"d0e0425e7e628a9ed3d84de3b170f48b70ac7e7e","claim":"Presto Automation Inc.: Increased authorized shares of Common Stock from 180,000,000 to 100,000,000,000 (effective 2024-02-26).","evidence_excerpt":"The Amendment increased the number of authorized shares of Common Stock, of the Company from 180,000,000 shares to 100,000,000,000 shares.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/0001104659-24-029415-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-02-26"}],"fact_type":"governance_change"},{"claim_id":"32a6fc8a29e291130a73008e3a8c43fc967af956","claim":"Presto Automation Inc. shareholders approved Approve the Amendment to increase the total number of authorized shares of Common Stock from 180,000,000 to 100,000,000,000 shares at the 2024-02-26 meeting.","evidence_excerpt":"Proposal 1 – To approve the Amendment to increase the total number of authorized shares of Common Stock of the Company from 180,000,000 to 100,000,000,000 shares. For Against Abstain Broker Non-Votes 38,392,937 387,273 10,768 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/0001104659-24-029415-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-26"}],"fact_type":"shareholder_vote"},{"claim_id":"541656396ba98773afabe3b210c20c26f2a8865b","claim":"Presto Automation Inc. shareholders approved Approve the issuance of shares of Common Stock in an amount in excess of 19.99% of the Company’s outstanding Common Stock, pursuant to the terms of certain Securities Purchase Agreement, dated October 10, 2023, and warrants at the 2024-02-26 meeting.","evidence_excerpt":"Proposal 2 – To approve the issuance of shares of Common Stock in an amount in excess of 19.99% of the Company’s outstanding Common Stock, pursuant to the terms of certain Securities Purchase Agreement, dated October 10, 2023, and warrants to purchase Common Stock, dated October 16, 2023, issued to certain Metropolitan funds. For Against Abstain Broker Non-Votes 20,932,519 17,845,536 12,923 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/0001104659-24-029415-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-26"}],"fact_type":"shareholder_vote"},{"claim_id":"9da306182c46d8d88216de54c5adc391a82564f0","claim":"Presto Automation Inc. shareholders approved Approve the issuance of shares of Common Stock in an amount in excess of 19.99% of the Company’s outstanding Common Stock, pursuant to the terms of certain Common Stock Purchase Agreements, dated November 17, 2023 at the 2024-02-26 meeting.","evidence_excerpt":"Proposal 3 – To approve the issuance of shares of Common Stock in an amount in excess of 19.99% of the Company’s outstanding Common Stock, pursuant to the terms of certain Common Stock Purchase Agreements, dated November 17, 2023. For Against Abstain Broker Non-Votes 38,435,745 345,612 9,621 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/0001104659-24-029415-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-26"}],"fact_type":"shareholder_vote"},{"claim_id":"fe2588ab745fadf3981832a3eb2225cc9c7457b1","claim":"Presto Automation Inc. shareholders approved Approve the proposed issuance of shares of Common Stock underlying subordinated convertible notes and warrants in an amount in excess of 19.99% of the Company’s outstanding Common Stock, pursuant to the terms of certain Securities Purchase Agreements, dated January 29, 2024, and warrants at the 2024-02-26 meeting.","evidence_excerpt":"Proposal 4 – To approve the proposed issuance of shares of Common Stock underlying subordinated convertible notes and warrants in an amount in excess of 19.99% of the Company’s outstanding Common Stock, pursuant to the terms of certain Securities Purchase Agreements, dated January 29, 2024, and warrants to purchase Common Stock. For Against Abstain Broker Non-Votes 38,426,181 355,123 9,674 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1822145/000110465924029415/0001104659-24-029415-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-26"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}