Current Report Filing (8-k)
January 04 2018 - 4:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
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FORM
8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 3, 2018
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Rand Logistics, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33345
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20-1195343
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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 No.)
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333 Washington Street, Suite 201, Jersey City, New Jersey
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07302
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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 (212) 863-9427
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N/A
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(Former name or former address, if changed since last report.)
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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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¨
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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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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
o
Emerging
growth company
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
o
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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 disclosed, on September 20,
2017, the Company received a notice from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company had not regained
compliance with the minimum $1.00 bid price per share requirement for continued listing under Listing Rule 5550(a)(2) and its common
stock would be delisted from Nasdaq at the opening of business on September 29, 2017, unless the Company timely requested a hearing
before the Nasdaq Hearings Panel (“Panel”). The Company appealed the delisting notice and appeared in front of the
Panel on November 16, 2017. The Panel issued a decision on December 4, 2017 continuing the Company’s listing, conditioned
upon, among other things, the Company’s ability to implement a reverse stock split and demonstrate compliance with Listing
Rule 5550(a)(2) by March 19, 2018. The Company informed the Panel on January 2, 2018 that it would be unable to meet the requirements
of the Panel's decision. On January 3, 2018, the Company received written notification from the Panel that the Panel has determined
to delist the Company’s common stock from Nasdaq and the suspension of trading will be effective at the open of business
on January 5, 2018. The Panel has also informed the Company that Nasdaq will complete the delisting by filing a Form 25 Notification
of Delisting with the Securities and Exchange Commission, after the applicable appeals periods have lapsed. The Company will not
appeal the Panel’s determination to delist the Company’s common stock. The Company’s common stock may be eligible
to be quoted on the OTC Bulletin Board (the “OTCBB”) or in the “Pink Sheets.” OTCBB or Pink Sheets trading
may occur only if a market maker applies to quote the Company’s common stock and the Company is current in its reporting
obligations under the Securities Exchange Act of 1934.
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.
Date: January 4, 2018
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RAND LOGISTICS, INC.
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By:
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/s/ Mark S. Hiltwein
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Name:
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Mark S. Hiltwein
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Title:
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Chief Financial Officer
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