Current Report Filing (8-k)
January 09 2017 - 6:04AM
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): January 6, 2017
MAJESCO
ENTERTAINMENT COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
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000-51128
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06-1529524
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File Number)
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Identification
No.)
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404I-T
Hadley Road
S.
Plainfield, New Jersey 07080
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code:
(732) 225-8910
(Former
name or former address, if changed since last report.)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
January 6, 2017, Majesco Entertainment Company, a Delaware corporation (the “
Company
”), was notified by The
NASDAQ Stock Market, LLC (“
Nasdaq
”) of failure to comply with Nasdaq Listing Rule 5605(b)(1) (the “
Rule
”)
which requires that a majority of the directors comprising the Company’s Board of Directors (the “
Board
”)
be considered “independent”, as defined under the Rule. The notice has no immediate effect on the listing or trading
of the Company’s common stock on The NASDAQ Capital Market and, at this time, the common stock will continue to trade on
The NASDAQ Capital Market under the symbol “COOL”.
The
notice provides that the Company has 45 calendar days, or until February 21, 2017, to submit a plan to regain compliance with
the Rule. If the Company’s plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the original
date of notification to evidence compliance.
The
Company plans to regain compliance upon appointment of one or more additional independent directors in connection with the anticipated
acquisition of Polarityte, Inc. pursuant to the Agreement and Plan of Reorganization dated as of December 1, 2016, as amended
on December 16, 2016, following, among other things, required stockholder approval of the acquisition.
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.
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MAJESCO
ENTERTAINMENT COMPANY
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Dated:
January 6, 2017
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/s/
John Stetson
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John
Stetson
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Chief
Financial Officer
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