UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 0918, 2024

CalAmp Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-12182	95-3647070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15635 Alton Parkway Suite 250
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (949) 600-5600

   

    Not applicable

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 per share	CAMP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 23.0201. Notice ~~Results~~ of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~On ~~information~~January ~~set~~18, ~~forth~~2024, inCalAmp ~~Item 2~~Corp.02 of(the ~~this~~“Company”) ~~Current~~received ~~Report~~a ondeficiency ~~Form~~letter ~~8-K~~(the ~~including~~“Notice”) ~~Exhibit~~from ~~99.1~~the isNasdaq ~~being~~Stock ~~furnished~~Market ~~and~~LLC ~~shall~~(“Nasdaq”) notifying the Company that it is not bein ~~deemed~~compliance ~~"filed"~~with the minimum stockholders’ equity requirement for ~~the~~continued ~~purposes~~listing ofset ~~Section~~forth 18in Nasdaq Listing Rule 5450(b)(1)(A). Nasdaq Listing Rule 5450(b)(1)(A) requires listed companies to maintain stockholders’ equity of at least $10,000,000 (the ~~Securities~~“Stockholders’ ~~Exchange~~Equity ~~Act~~Requirement”). ofNasdaq ~~1934~~further indicated that, as ~~amended,~~of orthe ~~otherwise~~date ~~subject~~of tothe Notice, the ~~liabilities~~Company ofdid ~~that~~not ~~Section.~~comply ~~The~~with ~~information~~certain requirements under the alternative standards set forth in ~~Item~~Nasdaq Listing Rules 5450(b)(2~~.02~~) toand ~~this~~5450(b)(3) ~~Current~~for ~~Report~~continued listing on ~~Form~~the ~~8-K~~Nasdaq ~~including~~Global ~~Exhibit~~Select 99Market.1 ofThe ~~this~~Notice ~~Current~~is ~~Report~~in ~~shall~~addition ~~not~~to bethe ~~incorporated~~previously bydisclosed ~~reference~~letter ~~into~~received ~~any~~on ~~registration~~August ~~statement~~22, or2023, ~~other~~notifying ~~document~~the ~~pursuant~~Company tothat it was not in compliance with the ~~Securities~~requirement ~~Act~~to maintain a minimum bid price of ~~1933,~~$1.00 ~~except~~per asshare ~~shall~~for becontinued ~~expressly~~listing ~~set~~on ~~forth~~Nasdaq, byas ~~specific~~set ~~reference~~forth in ~~such~~Nasdaq ~~filing~~Listing Rule 5450(a)(1).

OnThe ~~January~~Notice 9,has ~~2024,~~no ~~CalAmp~~immediate ~~Corp.~~impact ~~issued~~on athe ~~press~~listing ~~release~~of ~~announcing its financial results for~~ the ~~third~~Company’s ~~quarter~~common ~~ended~~stock ~~November~~on 30Nasdaq, ~~2023. A~~and ~~copy of~~ the ~~press~~Company’s ~~release~~listing isremains ~~attached~~fully ~~as Exhibit 99~~effective.~~1 and incorporated herein.~~

AUnder ~~conference~~Nasdaq ~~call~~Rules, ~~with~~the ~~simultaneous~~Company ~~webcast~~has until March 4, 2024, to ~~discuss~~submit ~~the~~a ~~financial~~plan ~~results~~to ~~for~~regain compliance (the ~~third~~“Compliance ~~quarter~~Plan”). ~~ended~~If ~~November~~the 30Compliance Plan is accepted, ~~2023~~Nasdaq ~~will~~can provide the Company an extension of up to 180 days from the date of notice to cure such listing deficiency. There can be ~~held~~no ~~today~~assurance that Nasdaq will accept the Compliance Plan, ~~January~~and 9if Nasdaq does not accept the Compliance Plan, ~~2024~~the atCompany ~~2:00~~will ~~P.M.~~have ~~Pacific~~the ~~Time.~~opportunity ~~After~~to appeal the ~~live~~determination ~~webcast~~to the Nasdaq Hearings Panel which has the authority to grant the Company an additional extension of time of up to 180 calendar days to regain compliance. If the ~~conference~~Company ~~call,~~fails to regain compliance with these requirements or to submit an ~~audio~~acceptable ~~replay~~Compliance ~~will~~Plan ~~remain~~to ~~available~~Nasdaq ~~until~~within ~~January~~the 16time allotted, ~~2024~~the inCompany ~~the~~will ~~Investor~~be ~~Relations~~subject ~~section~~to ofdelisting ~~CalAmp's~~from ~~website~~the atNasdaq ~~www.calamp.com.~~Global Select Market.

The Company intends to submit the Compliance Plan on or before March 4, 2024.

If the Common Stock ceases to be listed for trading on Nasdaq, the Company would expect that the Common Stock would be traded on one of the three tiered marketplaces of the OTC Markets Group.

Cautionary Statement regarding Forward-Looking Statements

This current report on Form 8-K (this “Current Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Current Report, are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Company’s Compliance Plan, regaining with compliance with Nasdaq listing standards, the Company's or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements reflect our current views with respect to future events and financial performance and are subject to certain risks and uncertainties that are difficult to predict, including, without limitation, the impact of adverse and uncertain economic conditions in the U.S. and international markets, the sufficiency of our cash and cash equivalents to meet our liquidity needs and service our indebtedness, our ability to regain compliance with Nasdaq listing standards and the impact the failure thereof would have on the Company, product demand, competitive pressures and pricing declines in our markets, the timing of customer approvals of new product designs, intellectual property infringement claims, interruption or failure of our Internet-based systems used to wirelessly configure and communicate with the tracking and monitoring devices that we sell, global component supply shortages due to ongoing supply chain constraints, phased implementation of our ERP system, the effect of tariffs on exports from China and other countries, the ongoing effects of the COVID-19 pandemic (including its effect on the supply of labor), and other risks and uncertainties that are set forth in Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended February 28, 2023 as filed with the SEC on April 28, 2023.

For a discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Company’s filings with the U.S. Securities and Exchange Commission including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2023, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023. The Company’s filings may be accessed through the Investor Relations page of its website, investor.calamp.com, or through the website maintained by the SEC at www.sec.gov. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release of the Registrant dated January 9, 2024 announcing its results of operations for the third quarter ended November 30, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			CALAMP CORP.
Date:	January 919, 2024	By:	/s/ Jikun Kim
			Jikun KimSenior Vice President and CFO(Principal Financial Officer)

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