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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 November 14, 2017, JetPay Corporation (the
“Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) that the stockholders’ equity balance reported on the Company’s Form 10-Q for the
quarter ended September 30, 2017 fell below the $2,500,000 minimum requirement for continued listing under The Nasdaq Capital
Market’s Listing Rule 5550(b) (the “Rule”). As of September 30, 2017, the Company’s
stockholders’ equity balance was $2,264,000. The stockholders’ equity balance does not include $56,817,000 of
issued and outstanding convertible preferred stock and $3,520,000 of issued and outstanding common stock subject to possible
redemption, each as of September 30, 2017. Further, as of September 30, 2017, the Company had not met the alternative
compliance standards under the Rule of (i) a market value of listed securities of at least $35,000,000 (as of the close of
business on the date hereof, the market value of listed securities was $32,131,000) or (ii) net income of $500,000 from
continuous operations.
This notification has no immediate effect on the Company’s
listing on The Nasdaq Capital Market. In accordance with the Rule, the Company has 45 calendar days from its receipt of the notification
letter, or until December 29, 2017, to prepare and submit a plan to Nasdaq outlining how it intends to regain compliance with the
Rule. If the plan is accepted, the Company may be granted up to 180 calendar days from the date of the notification letter to evidence
compliance. There can be no guarantee that the plan will be accepted by Nasdaq or that the Company will be able to regain compliance
with the continued listing requirements of the Rule. If the Company’s plan is not accepted by Nasdaq, or if the Company does
not regain compliance in the timeframe required by Nasdaq, the Company’s securities would be subject to delisting from The
Nasdaq Capital Market unless the Company requests a hearing before a Nasdaq Hearings Panel.
The Company is currently evaluating its available options to
resolve the deficiency and regain compliance with the Rule and intends to submit a plan to regain compliance to Nasdaq within the
required time period. In addition, if the Company were to regain compliance with an alternative compliance standard by achieving
a market value of listed securities of at least $35,000,000 for a minimum of ten consecutive trading days, the Company would also
regain compliance with the Rule. There can be no assurance that the Company’s plan to regain compliance will be accepted
by Nasdaq or that, if it is accepted, that the Company will be able to regain compliance with the Rule.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can sometimes
identify forward looking-statements by our use of the words “believes,” “anticipates,” “expects,”
“intends,” “plans,” “forecast,” “guidance” and similar expressions. 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 favor factors. Forward-looking statements include, but are not limited
to, statements with respect to the plans, strategies and objectives of management for business strategy, outlook, objectives, milestones,
plans, intentions, goals, future financial condition or otherwise as to future events. Please refer to the risks detailed from
time to time in the reports we file with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K
for the fiscal year ended December 31, 2016, as well as other filings on Form 10-Q and Form 8-K, for additional risk factors that
could cause our actual results to differ materially from those stated or implied by such forward-looking statements. Any forward-looking
statement made by the Company in this Current Report on Form 8-K is based only on information currently available to the Company
and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments
or otherwise, unless required by law.