Current Report Filing (8-k)
December 20 2017 - 5:13PM
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)
December 18, 2017
ENGlobal
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
|
|
001-14217
|
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88-0322261
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(State
or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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654
N. Sam Houston Parkway E., Suite 400, Houston, Texas
|
|
77060-5914
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(Address
of principal executive offices)
|
|
(Zip
Code)
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Registrant’s
telephone number, including area code:
281-878-1000
(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:
[ ]
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
|
On
December 18, 2017, ENGlobal Corporation (the “Company”) received written notice from The Nasdaq Stock Market (“Nasdaq”)
indicating that the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq
Capital Market, as set forth in Listing Rule 5550(a)(2). The notice has no immediate effect on the listing of the Company’s
common stock, and its common stock will continue to trade on the Nasdaq Capital Market under the symbol “ENG” at this
time.
In
accordance with Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until June 18, 2018, to regain compliance
with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet
or exceed $1.00 per share for at least ten consecutive business days during this 180-day period.
If
the Company is not in compliance by June 18, 2018, the Company may be afforded a second 180 calendar day period to regain compliance.
To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition,
the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency by implementing a reverse
stock split if necessary.
If
the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted
by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then
be entitled to appeal the Nasdaq Staff’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.
The
Company intends to monitor the closing bid price of the Company’s common stock and consider its available options to resolve
the noncompliance with the minimum bid price requirement. No determination regarding the Company’s response has been made
at this time. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement
or will otherwise be in compliance with other Nasdaq listing criteria.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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ENGlobal
Corporation
(Registrant)
|
|
|
December
20, 2017
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/s/
MARK A. HESS
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(Date)
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Chief
Financial Officer
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