Current Report Filing (8-k)
June 18 2015 - 8:36AM
Edgar (US Regulatory)
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): June 17, 2015
VRINGO,
INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware |
|
001-34785 |
|
20-4988129 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
780 Third Avenue, 12th Floor,
New York, NY 10017
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number,
including area code: (212) 309-7549
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))
|
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 17, 2015, Vringo, Inc. (the
“Company”) received a letter from The NASDAQ Stock Market, notifying the Company that it has been granted an
additional 180-day period, or until December 14, 2015, to regain compliance with the minimum $1.00 bid price per share
requirement for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5810(c)(3)(A)(ii). The
Company intends to cure the deficiency during this extended period.
On June 18, 2015, the Company issued a press
release announcing its receipt of the 180-day extension to regain compliance. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description of Exhibits |
99.1 |
|
Press release, dated June 18, 2015 |
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.
|
VRINGO, INC. |
|
|
Date: June 18, 2015 |
By: |
/s/ Andrew
D. Perlman |
|
|
Name: |
Andrew D. Perlman |
|
|
Title: |
Chief Executive Officer |
Exhibit 99.1
NASDAQ GRANTS VRINGO SIX-MONTH EXTENSION
TO REGAIN MINIMUM BID PRICE COMPLIANCE
NEW YORK – June 18, 2015 - Vringo,
Inc. (NASDAQ: VRNG), a company engaged in the innovation, development and monetization of intellectual property, today announced
that on June 17, 2015 the Company was notified by The NASDAQ Stock Market LLC ("NASDAQ") that it has granted the Company
an additional 180-day grace period, or until December 14, 2015, to regain compliance with the minimum $1.00 bid price
per share listing requirement.
The Company's common stock will continue
to trade on The NASDAQ Capital Market under the symbol "VRNG". Therefore, the notification has no immediate impact on
the listing of the Company's common stock.
About Vringo, Inc.
Vringo, Inc. is engaged in the innovation,
development and monetization of intellectual property and mobile technologies. Vringo's intellectual property portfolio
consists of over 600 patents and patent applications covering telecom infrastructure, internet search, and mobile technologies.
The patents and patent applications have been developed internally, and acquired from third parties. For more information,
visit:www.vringo.com.
Forward-Looking Statements
This press release includes forward-looking
statements, which may be identified by words such as "believes," "expects," "anticipates," "estimates,"
"projects," "intends," "should," "seeks," "future," "continue," or
the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ
materially from the forward-looking statements contained herein. Factors that could cause actual results to differ materially
include, but are not limited to: our inability to license and monetize our patents, including the outcome of the litigation against
online search firms and other companies; our inability to monetize and recoup our investment with respect to patent assets that
we acquire; our inability to develop and introduce new products and/or develop new intellectual property; our inability to protect
our intellectual property rights; new legislation, regulations or court rulings related to enforcing patents, that could harm our
business and operating results; unexpected trends in the mobile phone and telecom infrastructure industries; our inability to raise
additional capital to fund our combined operations and business plan; our inability to maintain the listing of our securities on
a major securities exchange; the potential lack of market acceptance of our products; potential competition from other providers
and products; our inability to retain key members of our management team; the future success of Infomedia and our ability to receive
value from its stock; our ability to continue as a going concern; our liquidity and other risks and uncertainties and other factors
discussed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including our annual
report on Form 10-K filed with the SEC on March 16, 2015. Vringo expressly disclaims any obligation to publicly update any
forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required
by law.
Contacts:
Investors and Media:
Cliff Weinstein
Executive Vice President
Vringo, Inc.
646-532-6777
cweinstein@vringoinc.com
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