{"schema_version":"secwatch.filing_event.v1","accession":"0001753926-23-001288","form_type":"8-K","ticker":null,"cik":"0001849902","company_name":"SEP Acquisition Corp.","filed_at":"2023-10-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.040995+00:00","generated_at":"2026-06-10T05:38:08.877255+00:00","sec_items":["1.01","3.01","5.03","9.01"],"event_type":"regulatory","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"SEP Acquisition receives Nasdaq delisting notice for MVLS deficiency; Sponsor converts shares to regain compliance","bullets":["Nasdaq notified SEP on Sept 27, 2023 it failed to meet $35M MVLS requirement after 180-day grace period.","Company intends to appeal delisting; hearing request stays suspension pending Panel decision.","Sponsor converted 2,415,375 Class B shares into Class A shares on Oct 3 to boost MVLS above $35M.","Sponsor agreed to forfeit 1,746,316 Class A shares contingent on closing of SANUWAVE merger to maintain deal economics.","Class B charter amendment approved changing conversion ratio from 1:1 to 1:0.277, effective Oct 3."],"urls":{"canonical":"https://secwatch.observer/filing/0001753926-23-001288","json":"https://secwatch.observer/filing/0001753926-23-001288.json","markdown":"https://secwatch.observer/filing/0001753926-23-001288.md","text":"https://secwatch.observer/filing/0001753926-23-001288.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1849902/000175392623001288/0001753926-23-001288-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1849902/000175392623001288/g083776_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T05:38:08.877255+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":"c14dccd0dcbaf4ce67b338f7fa5c69c5dad860d3","claim":"SEP Acquisition Corp. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2)).","evidence_excerpt":"September 27, 2023, the Company received a determination letter (the “Letter”) from the Staff of Nasdaq stating that the Company has not regained compliance with the MVLS standard, since the Company’s Class A Common Stock, was below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”) and had not been at least $35 million for a minimum of 10 consecutive business days at any time during the 180-day grace period granted to the Company. As previously disclosed, the Company was initially notified by the S","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1849902/000175392623001288/0001753926-23-001288-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":"5550(b)(2)"}],"fact_type":"exchange_compliance_notice"},{"claim_id":"c596a15d2a635c12aecad6a7a91555c4b2cabeed","claim":"SEP Acquisition Corp.: Amendment to the Amended and Restated Certificate of Incorporation to remove the anti-dilution provision and adjust the conversion ratio of Class B Common Stock to Class A Common Stock from 1:1 to 1:0.277 (effective 2023-10-03).","evidence_excerpt":"On October 3, 2023, the Sponsor, as the holder of a majority of the outstanding Class B Common Stock, approved the Class B Charter Amendment that removes the anti-dilution provision applicable to certain issuances of securities by the Company and adjusts the conversion ratio so that shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a 1:0.277 basis instead of a 1:1 basis, as described above. The Class B Charter Amendment was filed by the Company with the Secretary of State of the State of Delaware on October 3, 2023.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1849902/000175392623001288/0001753926-23-001288-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-10-03"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}