NOODLES Transfer of Listing

NOODLES Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously announced in the Current Report on Form 8-K filed by Noodles & Company (the “Company”) on March 28, 2017, Ms. Johanna Murphy informed the Company’s board of directors (the “Board”) that she would not stand for re-election as a Class I director at the Company’s 2017 Annual Meeting of Stockholders. The Company held its 2017 Annual Meeting of Stockholders on May 11, 2017, at which time a new slate of Class I directors was elected. As a result, Ms. Murphy’s departure from the Board upon the conclusion of the Company’s 2017 Annual Meeting of Stockholders created a vacancy on the Audit Committee of the Board, which currently consists of two members.
On May 11, 2017, the Company notified the NASDAQ Stock Market (“NASDAQ”) that, as a result of Ms. Murphy’s departure, the Company is no longer in compliance with the requirements of NASDAQ Listing Rule 5605(c)(2)(A), which requires the audit committee of a company with NASDAQ-listed securities to have a minimum of three members, each of whom satisfies the independence requirements set forth in NASDAQ Listing Rule 5605(a)(2) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. In the Company’s notice to NASDAQ, the Company also informed NASDAQ that it intends to rely upon the cure period provided by NASDAQ Listing Rule 5605(c)(4)(B), which provides a cure period to regain compliance with Listing Rule 5605(c)(2)(A). On May 12, 2017, the Company received a letter from NASDAQ confirming its noncompliance with Listing Rule 5605(c)(2)(A) because its Audit Committee is not currently composed of three independent directors and that the Company can rely on a cure period allowing the Company to regain compliance by the earlier of the Company’s next annual meeting of stockholders or May 11, 2018 (one year from the anniversary of the meeting causing noncompliance) (or if the next annual meeting of stockholders is held before November 7, 2017, then the Company must evidence compliance no later than November 7, 2017). The Company is currently searching for an independent director to join the Company’s Board and Audit Committee.

About NOODLES & COMPANY (NASDAQ:NDLS)

Noodles & Company develops and operates fast casual restaurants. The Company’s menu includes a range of cooked-to-order dishes, including noodles and pasta, soups, salads, sandwiches and appetizers. The Company has approximately 490 restaurants, including 420 Company-owned and 70 franchised locations, across 40 states, the District of Columbia and one Canadian province. The Company offers over 30 globally inspired Asian, Mediterranean and American dishes together on a single menu. The Company offers approximately 10 fresh vegetables and six proteins, including marinated steak, naturally raised pork, chicken, meatballs, shrimp and organic tofu. The Company offers Kids Meals, which includes sides, such as broccoli, carrots, fruit, applesauce and a portion of its housemade rice crispy treat. The Company’s restaurants’ locations include Arizona, California, Colorado, Delaware, New York, North Dakota, Ohio, Texas, Utah, Virginia, Washington and Wisconsin.

NOODLES & COMPANY (NASDAQ:NDLS) Recent Trading Information

NOODLES & COMPANY (NASDAQ:NDLS) closed its last trading session down -0.02 at 4.80 with 223,093 shares trading hands.

An ad to help with our costs