Current Report Filing (8-k)
January 27 2017 - 4:31PM
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
25, 2017
PhotoMedex, Inc.
(Exact Name of Registrant Specified in Charter)
Nevada
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0-11635
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59-2058100
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(State or Other
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(Commission File
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(I.R.S. Employer
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Jurisdiction of
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Number)
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Identification No.)
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Incorporation)
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2300 Computer Drive, Building G, Willow Grove, PA
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19090
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
215-619-3600
Not Applicable
(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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☐
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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.
As previously reported on Form 8-K filed November
22, 2016, PhotoMedex, Inc. (the “Company”) (NASDAQCM and TASE: PHMD) received written notification (the “Notice”)
on November 18, 2016 from The NASDAQ Stock Market LLC (“NASDAQ”) that the Company’s stockholder equity reported
on its Form 10-Q for the period ended September 30, 2016 had fallen below the minimum requirement of $2.5 million, and that the
Company was therefore not in compliance with the requirements for continued listing on the NASDAQ Capital Market under NASDAQ Marketplace
Rule 5550(b)(1). The Notice provided the Company with a period of 45 calendar days, or until January 2, 2017, to submit a plan
to regain compliance with the listing rules; that plan was filed with NASDAQ on January 10, 2017 under a one-week extension due
to the holiday period.
NASDAQ has granted the Company an extension
of time to comply with the Rule until March 10, 2017, by which time the Company must complete its review and reconciliation of
the post-Asset Sale financials and file with the Securities and Exchange Commission and NASDAQ a report on Form 8-K evidencing
compliance with the Rule by disclosing:
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(i)
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the original deficiency letter from NASDAQ dated November 17, 2004;
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(ii)
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a description of the completed transaction or event that enabled the Company to satisfy the stockholders’
equity requirement for continued listing;
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(iii)
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either an affirmative statement that, as of the date of the report the Company believed that it
had regained compliance with the stockholders’ equity requirement based upon the completed transaction or event OR a balance
sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the report
date that evidences compliance with the stockholders' equity requirement, as well as a disclosure that the Company believes it
also satisfies the stockholders’ equity requirement as of the report date; and
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(iv)
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a disclosure stating that NASDAQ will continue to monitor the Company’s ongoing compliance
with the stockholders’ equity requirement and, if at the time of the Company’s next periodic report the Company does
not evidence compliance, the Company may be subject to delisting.
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If the Company fails to evidence compliance
with the Rule upon filing its periodic report for the period ended March 31, 2017 with the United States Securities and Exchange
Commission and NASDAQ, the Company may be subject to delisting. In the event the Company does not satisfy the terms, NASDAQ will
provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting
notice to a Listing Qualifications Panel.
Forward-Looking Statements
This Current Report on Form 8-K may contain
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainty. Such statements are based on management's current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors
are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected
or suggested in such forward-looking statements as a result of various factors. Forward looking statements include, but are not
limited to, statements with respect to the plans, strategies and objectives of management for future operations; product development,
extensions and marketing; and expectations, beliefs or assumptions underlying any of the foregoing. The important factors that
could cause actual results to differ significantly from those expressed or implied by such forward-looking statements include,
but are not limited to, changes in consumers’ spending habits and the marketability of certain products. Please
refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for
the year ended December 31, 2015, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors
that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim
any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise, unless required by law.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this current report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PHOTOMEDEX, INC.
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Date: January 27, 2017
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By: /s/ Dolev Rafaeli
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Dolev Rafaeli
Chief Executive Officer
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