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): February 1220, 2024

	CHARGE ENTERPRISES, INC.
	(Exact name of registrant as specified in its charter)

Delaware	001-41354	90-0471969
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

125 Park Avenue, 25th Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

(212)921-2100

(Registrant’s telephone number, including area code)

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, par value $0.0001		CRGE		Nasdaq ~~Global~~Capital 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously disclosed, on February 12, 2024, Charge Enterprises, Inc. (sometimes referred to herein as “Company,” “we,” “us,” “our,” “Charge” or similar terms) ~~received~~transferred ~~approval from The Nasdaq Stock Market LLC (“Nasdaq”) to transfer~~ the listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) from the Nasdaq Global Market to the Nasdaq Capital Market ~~(the~~and ~~“Approval”).~~applied ~~The~~for ~~Common~~an ~~Stock~~additional ~~will~~180-day becompliance ~~transferred~~period to ~~the~~regain ~~Nasdaq~~compliance ~~Capital~~with ~~Market~~Nasdaq ~~effective~~Listing asRule of5550(a)(2) (the ~~open of business on February 14, 2024 and will continue to trade under the symbol~~ “~~CRGE.”~~Extension The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirementsRequest”).

AsThe Company had previously ~~disclosed,~~been notified by Nasdaq on August 22, 2023, ~~the Company received a letter from Nasdaq notifying the Company~~ that it was no longer in compliance with Nasdaq Listing Rule 5450(~~b)(1)(C) because the Company was not in compliance with Nasdaq Listing Rule 5450(~~a)(1) because the closing bid price per share for the Company’s Common Stock had closed below $1.00 for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”). ~~In response, the Company filed an application to transfer the listing of its Common Stock from the Nasdaq Global Market to the Nasdaq Capital Market.~~

AsOn aFebruary ~~result~~20, ~~of the Approval~~2024, the Company isreceived eligible to request an additional 180-day compliance period to regain compliance with the Minimum Bid Price Requirement. The Company has applied for an additional compliance period and has provided Nasdaq with written notice offrom ~~its~~Nasdaq ~~intention~~that ~~to cure~~ the ~~deficiency.~~staff ~~Should~~of Nasdaq ~~grant~~had andenied ~~additional~~the ~~compliance~~Extension ~~period,~~Request ~~the~~and ~~minimum~~determined ~~bid~~to ~~price~~commence ~~per~~proceedings ~~share~~to ofdelist the ~~Company’s~~ Common Stock ~~must~~(Symbol: beCRGE) atfrom ~~least $1~~Nasdaq.00 for at least ten consecutive business days during the additional 180-day compliance period in order to regain compliance with the Minimum Bid Price Requirement. If the Company fails to regain compliance during the additional compliance period, then Nasdaq ~~will~~also ~~notify~~informed the Company ofthat ~~its determination to delist~~ the ~~Company’s~~ Common Stock, atwill ~~which~~be ~~point~~scheduled ~~the~~for ~~Company~~delisting ~~would~~and ~~have~~trading anwill ~~opportunity~~be tosuspended ~~appeal~~at the ~~delisting~~opening ~~determination~~of tobusiness aon ~~Nasdaq~~February ~~Hearings~~29, ~~Panel~~2024.

~~The~~Nasdaq ~~Company~~determined ~~intends~~that tothe ~~continue~~Company towas ~~actively~~not ~~monitor~~eligible for the ~~Minimum~~Extension ~~Bid~~Request ~~Price Requirement~~ and, asreached ~~appropriate,~~its ~~will~~decision ~~consider available options~~ to ~~resolve~~commence ~~any~~delisting ~~deficiencies~~proceedings ~~and~~of ~~regain~~the ~~compliance.~~Common ~~There~~Stock ~~can~~because ~~be no assurance that Nasdaq will approve an additional 180-day compliance period, or that~~ the ~~Company~~closing ~~will~~bid beprice ~~able~~of ~~to maintain compliance with other Nasdaq listing obligations, including~~ the ~~minimum~~Common ~~market~~Stock ~~value~~has ofclosed ~~publicly~~below ~~held~~$0.10 ~~shares~~and ormay ~~the~~soon ~~minimum~~trigger ~~closing~~delisting ~~bid price~~ under Nasdaq Listing ~~Rules~~Rule ~~5505 and~~ 5810(c)(3)(A)(iii)~~, respectively~~. ~~Failure~~The toCompany ~~maintain~~does ~~these~~not orintend ~~other~~to ~~Nasdaq~~appeal ~~listing~~the ~~requirements~~staff’s ~~could~~determination ~~result~~and, inaccordingly, the ~~delisting~~Company ofexpects ~~our~~that the Common Stock ~~from~~will ~~Nasdaq~~be delisted.

The Company announced that it anticipates that the Common Stock will be quoted on the OTC Pink Market under the symbol “CRGE.”

7.01. Regulation FD Disclosure

On February 22, 2024, the Company issued a press release announcing its intention to transfer the trading of the Common Stock to the OTC Pink Market following the Nasdaq delisting determination. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated February 22, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned duly authorized.

Dated: February 1322, 2024

	CHARGE ENTERPRISES, INC.

	By:	/s/ Leah Schweller
		Leah Schweller Chief Financial Officer

Filing Compare · Charge Enterprises, Inc.