They only need to meet ONE of the following(see below), not all. They meet #2, so it's only audited fins holding them back.
Meet one of the following exemptions, consistent with the definition of a “Penny Stock” under Rule 3a51-1 under the Securities Exchange Act of 1934:
Have a bid price of $5 or more; or
Have net tangible assets of $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if the issuer has been in continuous operation for less than three years; or
Have average revenue of at least $6,000,000 for the last three years.