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): ~~November~~January 1619, ~~2023~~2024

MEDAVAIL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36533

90-0772394

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

4720 East Cotton Gin Loop, Suite 220,

Phoenix, Arizona 85040

(Address of principal executive offices)(Zip Code)

(877)830-0826

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐ 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	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MDVL	The Nasdaq Stock Market LLC

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 32.0105 ~~Notice~~Cost ofAssociated ~~Delisting~~with orExit ~~Failure to Satisfy a Continued Listing Rule~~ or ~~Standard;~~Disposal ~~Transfer of Listing~~Activities.

On ~~November~~January 1619, ~~2023~~2024, the Board of Directors of MedAvail Holdings, Inc. (the “Company”) ~~received~~approved a ~~delinquency~~reduction ~~notification~~in ~~letter~~force (the “~~Delinquency Letter~~Reduction”), ~~from~~in ~~the~~which ~~Listing~~approximately ~~Qualifications~~40% ~~Department~~ of ~~The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of~~ the Company’s ~~delay~~current ~~in filing its Quarterly Report on Form 10~~full-Qtime ~~for~~employees ~~the~~were ~~three~~terminated, ~~months~~effective ~~ended~~January ~~September 30~~22, ~~2023, the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1)~~2024. The ~~Delinquency~~Reduction ~~Letter~~was ~~has~~implemented noto ~~immediate~~reduce ~~effect~~operating onexpenses while the ~~listing~~Company orcontinues ~~trading~~to ofpursue ~~the~~strategies ~~Company’s~~to ~~common~~address ~~stock~~its onfinancial ~~the~~condition ~~Nasdaq~~and ~~Capital~~liquidity ~~Market~~requirements.

AsThe aReduction ~~result~~is ofexpected ~~this~~to ~~delinquency,~~result ~~the~~in ~~Company~~annualized ~~must~~operating ~~submit~~expense asavings ~~plan~~ of ~~compliance~~approximately ~~within~~$1.7 60million ~~calendar~~compared ~~days~~to ~~of receipt of~~ the ~~Delinquency~~full ~~Letter~~year ~~addressing how it intends to regain compliance with Nasdaq’s listing rules~~2024. The ~~If Nasdaq accepts the~~ Company’s ~~plan,~~expects ~~Nasdaq~~to ~~may~~incur ~~grant~~expenses ~~an exception~~ of upapproximately to$0.3 ~~180~~million ~~calendar~~during ~~days from~~ the ~~original~~first ~~due~~quarter ~~date~~ of ~~the Form 10-Q, or until May 13,~~ 2024 ~~(the~~related ~~first~~to ~~business day after~~ the ~~180th calendar day), to regain compliance~~Reduction. The ~~There~~first isquarter noexpenses ~~assurance~~and ~~that~~annualized ~~Nasdaq~~savings ~~will accept~~ the Company’s ~~plan~~expects toin ~~regain~~connection ~~compliance~~with ~~or, if accepted, that~~ the ~~Company~~Reduction ~~will~~are beestimates ~~able~~and subject to ~~regain~~a ~~compliance~~number ~~with~~of ~~Nasdaq’s rules by May 13~~assumptions, ~~2024. If~~and ~~Nasdaq~~actual ~~does~~results ~~not~~may ~~accept~~differ ~~the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel~~materially.

This Item 72.0105 ~~Regulation~~contains FDforward-looking ~~Disclosure~~statements that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward looking statements are statements that are not historical facts. Words such as “expects,” “believes,” “will,” “may,” “anticipates,” “intends,” “plans,” “estimates,” “seek,” “predict,” “project,” “potential” or the negatives of these terms or variations of them or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the anticipated benefits of the Reduction, the anticipated timing and details of the reduction in workforce and expected charges and costs associated with the reduction in workforce that we expect to incur. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management, and are subject to a number of risks and uncertainties. Factors that could cause actual results to differ materially from current expectations include possible changes in the expected costs and charges associated with the Reduction, and risks associated with the Company’s ability to achieve the expected benefits of the Reduction and realignment of Company resources. Additionally, these forward-looking statements should be considered in conjunction with the cautionary statements and risk factors described in Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 14, 2023 and Company’s other reports filed from time to time with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statement, except as required by law

The Company issued a press release on November 17, 2023 disclosing the Company’s receipt of the Delinquency Letter. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information furnished in this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued on November 17, 2023

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.

	MEDAVAIL HOLDINGS, INC.
Date: November 17, 2023	By:	/s/ Ramona Seabaugh
Date: January 23, 2024	By:	/s/ Ramona Seabaugh
		Ramona SeabaughChief Financial Officer

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