---
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"
generated_at: "2026-06-10T05:38:08.877255+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# SEP Acquisition receives Nasdaq delisting notice for MVLS deficiency; Sponsor converts shares to regain compliance

## Summary
- 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.

## SEC filing metadata
- accession: 0001753926-23-001288
- form_type: 8-K
- cik: 0001849902
- company_name: SEP Acquisition Corp.
- filed_at: 2023-10-03T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.01, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001753926-23-001288
- JSON: https://secwatch.observer/filing/0001753926-23-001288.json
- Plain text: https://secwatch.observer/filing/0001753926-23-001288.txt

## Key facts
- Listing & Compliance Notices
  SEP Acquisition Corp. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: market value
  - Rules: 5550(b)(2)
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1849902/000175392623001288/0001753926-23-001288-index.htm
- Governance Changes
  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).
  - Change: charter amendment
  - Effective: 2023-10-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1849902/000175392623001288/0001753926-23-001288-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.