AWSM Cool Holdings Inc

On October 1, 2019, the Company received a letter from the Nasdaq Listing Qualifications Staff (the "Staff") advising that the Staff had determined that:  (i) the Company had not regained compliance with Nasdaq Listing Rule 5550(b) requiring a minimum $2,500,000 stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 net income from continuing operations; and (ii) unless the Company requested an appeal of this determination by October 8, 2019, trading of the Company’s common stock would be suspended from The Nasdaq Capital Market at the opening of business on October 10, 2019 and a Form 25-NSE would be filed with the Securities and Exchange Commission (the "SEC") to remove the Company's securities from listing and registration on The Nasdaq Stock Market (the "Delisting").  The Company intends to submit an oral hearing request on or before October 8, 2019 to the Nasdaq Hearings Panel (the “Panel”), which request will stay the Delisting.

At the Panel hearing regarding the Delisting, the Company intends to present a plan to regain compliance with the minimum stockholders’ equity requirement.  The Company’s presentation will include a discussion of the Company’s pending plans to convert a substantial amount of currently outstanding debt to equity and incentives to current warrant holders to exercise their warrants (the “Recapitalization Efforts”).  The Company is in the process of filing an amended proxy statement that will, amongst other things, seek shareholder approval under Nasdaq Listing Rule 5635(d) for the issuance of shares of its common stock in connection with the Recapitalization Efforts.  The Panel will rule on whether to grant the Company relief from the Delisting (including setting forth the specific requirements of any such relief) or go forward with the Delisting, following the hearing.  

Except for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict.  Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such as “believes,” “intends,” “expects,” “plans,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.  Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements.  For example, there can be no assurance that: the Panel will grant the Company any relief from the Delisting or that the Company can agree to or ultimately meet the specific requirements of any such relief, or remain listed on Nasdaq or otherwise be publicly traded; the Company will be able to file a definitive proxy statement acceptable to the SEC prior to the Delisting; or, the required shareholder approval in connection with the Recapitalization Efforts will be received, or if received the Recapitalization Efforts will be completed.  Reference is also made to other factors detailed from time to time in our periodic reports filed with the Securities and Exchange Commission.  The forward-looking statements contained in this report speak only as of the date of this report and we undertake no obligation to

publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this report, unless required by law.