Current Report Filing (8-k)
November 20 2017 - 4:32PM
Edgar (US Regulatory)
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): November 20, 2017
One Horizon Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED
IN CHARTER)
Delaware
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001-36530
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46-3561419
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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(COMMISSION FILE NO.)
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(IRS EMPLOYER
IDENTIFICATION NO.)
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34 South Molton Street, London W1K
5RG, United Kingdom
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
+44(0)20 7409 5248
(ISSUER TELEPHONE NUMBER)
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))
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 7.01
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Regulation FD Disclosure
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On November 20, 2017, One Horizon Group,
Inc. (the “Company”) issued a press release announcing that
it had received a
letter from the NASDAQ Listing Qualifications Staff on November 15, 2017, notifying the Company that it had regained compliance
with The NASDAQ Capital Market’s minimum stockholders’ equity requirement under NASDAQ
Listing Rules 5550(b)(1),
5550(b)(2) or 5550(b)(3)
for continued listing on The NASDAQ Capital Market, and that it
was now in compliance with all applicable rules of the NASDAQ Capital Market for continued listing. The text of the press release
is attached as Exhibit 99.1 to this report.
The information in Exhibit 99.1 shall
not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”),
or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless
expressly incorporated by specific reference in such filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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ONE HORIZON GROUP, INC.
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Date: November 20, 2017
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By:
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/s/ Martin Ward
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Martin Ward
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Chief Financial Officer
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