0001730346false00017303462023-01-132023-01-130001730346us-gaap:CommonStockMember2023-01-132023-01-130001730346us-gaap:SeniorNotesMember2023-01-132023-01-13


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 13, 2023
____________________________
CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
____________________________
Delaware001-3852382-4228671
(State or other jurisdiction of
incorporation)
(Commission File Number)(IRS Employer
Identification No.)
12601 Plantside Drive
Louisville, Kentucky
40299
(Address of principal executive offices)(Zip Code)
 
(Registrant’s telephone number, including area code): (502) 245-1353
____________________________
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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCHRANew York Stock Exchange
8.50% Senior Notes due 2026CHRBNew York Stock Exchange
____________________________
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 x
   
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.
On January 13, 2023, Charah Solutions, Inc. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because its total market capitalization is less than $50 million over a 30 trading-day period and its stockholders’ equity is less than $50.0 million.
Pursuant to the NYSE's customary procedures, the Company has 45 calendar days from receipt of the Notice to submit a business plan (the "Plan") to the NYSE demonstrating how it intends to regain compliance with the NYSE's continuing listing standards. The Company currently intends to develop and submit a Plan to the NYSE within the required time frame.
If the NYSE accepts the Plan, the Company's shares will continue to trade on the NYSE and the Company will be subject to quarterly monitoring by the NYSE for compliance with the Plan. If the NYSE rejects the Plan, however, the Company will be subject to suspension by the NYSE and delisting from the NYSE by the SEC. If the NYSE rejects the Company's Plan, the Company intends to seek the transfer to an alternate exchange or trading market.
Item 7.01    Regulation FD Disclosure.
On January 20, 2023, the Company issued a press release, as required by Section 802.02 of the NYSE Listed Company Manual, announcing that it had received the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
This Current Report on Form 8-K contains certain “forward-looking statements.” All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, are forward-looking statements. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual results to differ materially from those implied or expressed by the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01.    Financial Statement and Exhibits.
(d) Exhibits
Exhibit
Number		 Description
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Furnished herewith.
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.
   
 CHARAH SOLUTIONS, INC.
   
   
Date:January 20, 2023By:/s/ Jonathan Batarseh
 Name:Jonathan Batarseh
 Title:President and Chief Executive Officer