Current Report Filing (8-k)
January 21 2020 - 5:01PM
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 14, 2020
SIGMA
LABS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-38015
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27-1865814
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3900
Paseo del Sol, Santa Fe, New Mexico 87507
(Address of Principal Executive Offices) (Zip Code)
(Former Name or Former Address, if Changed Since Last Report)
Registrant’s
telephone number, including area code: (505) 438-2576
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))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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SGLB
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The
NASDAQ Stock Market LLC
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Warrants
to Purchase Common Stock, par value $0.001 per share
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SGLBW
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The
NASDAQ Stock Market LLC
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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).
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. [ ]
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
December 3, 2019, Sigma Labs, Inc. (“we,” “us,” “our,” “Sigma,” or the “Company”)
appointed Mark Ruport to serve as our Executive Chairman and as a member of our Board of Directors. As a result of Mr. Ruport’s
appointment as a director, the Company’s six-member Board of Directors is comprised of only three independent directors.
Accordingly, on January 14, 2020, Sigma received a notice from Nasdaq acknowledging the fact that Sigma does not meet the requirements
of Nasdaq’s majority of independent director requirement as set forth in Nasdaq Listing Rule 5605(b)(1).
In
accordance with Nasdaq Listing Rules, Sigma has 45 calendar days to submit to Nasdaq a plan to regain compliance with Nasdaq Listing
Rule 5605(b)(1). If Nasdaq accepts the Company’s plan, Nasdaq can grant an extension of up to 180 calendar days from the
date of Nasdaq’s letter (i.e., until July 12, 2020) to evidence compliance.
Our
Board intends to identify candidates and to appoint a new director who satisfies the requirements of Nasdaq Listing Rule 5605(b)(1)
prior to the expiration of the applicable compliance and cure periods.
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.
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Sigma Labs, Inc.
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January
21, 2020
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By:
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/s/
John Rice
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Name:
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John
Rice
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Title:
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President
and Chief Executive Officer
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