Current Report Filing (8-k)
April 02 2018 - 4:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
March 30, 2018
JRjr33, INC.
(Exact name of registrant as specified in
its charter)
Florida
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Commission
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98-0534701
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(State or other jurisdiction
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File No.:
001-36755
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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2950 North Harwood Street, 22nd Floor,
Dallas, Texas 75201
(Address of principal executive offices
and zip code)
(469) 913-4115
(Registrant’s telephone number, including
area code)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March 30, 2018, JRJR33, Inc. (the “Company”)
notified the NYSE American LLC (the “NYSE American”) that it will be unable to complete the filing of its Forms 10-Q
for the periods ended March 31, 2017, June 30, 2017 and September 30, 2017 and December 31, 2017 Form 10-K by April 18, 2018, the
maximum cure period granted by the NYSE American. As a result, NYSE American suspended the Company’s common stock from trading,
effective today. The NYSE American also notified the Company that that it will commence proceedings to delist its common stock.
The Company continues to operate its business
as usual. Additionally, a delisting does not change the Company’s public reporting requirements with the SEC or result in
a default to any material contract. To minimize the impact to its shareholders, the Company has been exploring alternative trading
platforms as a means to provide liquidity to its shareholders.
The Company issued a press release on
April 2, 2018, announcing its inability to complete the filing of its delinquent financial reports and regain compliance with
the NYSE’s continued listing standards by April 18, 2018. A copy of the press release is attached to this Current Report
on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(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, thereunto duly authorized.
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JRjr33, Inc.
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Date: April 2, 2018
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By:
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/s/ John P. Rochon
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John P. Rochon
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Chief Executive Officer and President
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