Current Report Filing (8-k)
June 03 2021 - 6:03AM
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): May 28, 2021
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AEROCENTURY CORP.
_____________________________________
(Exact name of
registrant as specified in its charter)
Delaware
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94-3263974
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(State or Other Jurisdiction of
incorporation)
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(I.R.S. Employer Identification
No.)
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1440 Chapin Avenue,
Suite 310 Burlingame, CA
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94010
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(Address of principal executive
offices)
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(Zip Code)
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(650)-340-1888
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Registrant’s telephone number, including
area code:
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Not
Applicable
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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 (see General Instruction A.2.
below):
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
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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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ACY
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NYSE American
Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
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. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing
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On May 28, 2021, after a recent review of the financial statements
of AeroCentury Corp. (the “Company”), NYSE American LLC
(the “NYSE American”) sent written notice to the
Company of the Company’s non-compliance with NYSE
American’s stockholders’ equity continued listing
standards as set forth in Section 1003(a)(ii) of the NYSE American
Company Guide (the “Company Guide”) since
the Company had reported a stockholders’ deficit of ($23)
million as of March 31, 2021 and losses from continuing operations
and/or net losses in three of its four most recent fiscal years
ended December 31, 2020. As previously reported, the Company is
also not in compliance with Section 1003(a)(i) of the Company
Guide. As
also previously reported, the Company has been subject to the
procedures and requirements of Section 1009 of the Company Guide,
which
had required the Company to submit to NYSE
Regulation, Inc. (“NYSE Regulation”) a
plan to regain compliance (the “Plan”), and in
November 2020, NYSE Regulation notified the Company of its
acceptance of the Plan. The Plan remains in effect and which
has a plan period that extends through March 11,
2022.
As required by
Sections 402(g) and 1009(j) of the Company Guide, on June 2, 2021
the Company issued a press release announcing receipt of the
written notice, a copy of which press release is attached hereto as
Exhibit 99.1.
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Item 9.01. Financial Statements and
Exhibits
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(d) Exhibits.
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Exhibit No.
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Description
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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 hereto duly authorized.
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AEROCENTURY CORP.
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By:
/s/ Harold M.
Lyons
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Title: Sr. Vice - President, Finance
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Date: June 2, 2021
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