Current Report Filing (8-k)
September 23 2016 - 4:06PM
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):
September 19, 2016
RMG NETWORKS HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35534
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27-4452594
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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15301 North Dallas Parkway
Suite 500
Addison, TX
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75001
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(Address of Principal Executive Offices)
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(Zip Code)
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(800) 827-9666
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On September 19, 2016, RMG Networks Holding Corporation (the Company) received a letter from The Nasdaq Stock Market indicating that the Companys common stock had not maintained for 30 consecutive business days a minimum closing bid price of $1.00 per share (Minimum Bid Price Requirement) as required by the Nasdaq Listing Rules. The Company has at least 180 calendar days to remedy the noncompliance. This notice of noncompliance has no near-term impact on the continued listing or trading of the Companys common stock on the Nasdaq Capital Market.
Under Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar days following the date of the notification (the Compliance Period) ending on March 20, 2017, the closing bid price of the Companys common stock is at or above $1.00 for a minimum of ten consecutive business days, the Company will regain compliance with the Minimum Bid Price Requirement and the common stock will continue to be eligible for listing on the Nasdaq Capital Market.
If the Company does not achieve compliance with the Minimum Bid Price Requirement by the end of the Compliance Period, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split. As previously reported, the Companys stockholders approved a reverse stock split to be implemented at the discretion of the Companys Board of Directors.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement under the Nasdaq Listing Rules.
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SIGNATURE
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.
Dated: September 23, 2016
RMG NETWORKS HOLDING CORPORATION
By:
/s/ Robert R. Robinson
Name: Robert R. Robinson
Title: Senior Vice President, General Counsel and Secretary
Rmg Networks Holding Corp. (delisted) (NASDAQ:RMGN)
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