Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K filed on July 17, 2018, the New York Stock Exchange (NYSE) provided Hill International, Inc. (the Company) an extension through August 15, 2018 (Compliance Deadline) to file its delinquent Annual Report on Form 10-K for the year ended December 31, 2017 (the 2017 Form 10-K), and Quarterly Report on Form 10-Q for the period ended March 31, 2018 as well as its Quarterly Report on Form 10-Q for the period ended June 30, 2018 which is not due until August 9, 2018 (collectively, the Late Reports) with the Securities and Exchange Commission (the SEC).
While the Company has made significant progress and has worked diligently with its independent accounting firm to complete the 2017 Form 10-K and the audited financial statements contained therein, as well as the other Late Reports, the Company determined that it will be unable to file the Late Reports by the Compliance Deadline and informed the NYSE of its determination. The Companys determination is due to the time necessary to prepare, finalize and audit the Companys financial statements.
Following the Company informing the NYSE of its determination, the NYSE announced the suspension of trading of the Companys common stock due to non-compliance with Section 802.01E of the NYSEs Listed Company Manual, effective at the close of trading today, and announced that it was initiating proceedings to delist the Companys common stock. As a result of the suspension, the Company expects that its shares of common stock will begin trading on August 14, 2018 under the symbol HILI on the OTC Pink, which is operated by OTC Markets Group Inc.
The Company intends to file a Request for Review (the Review Request) to a Committee of the Board of Directors of NYSE Regulation (the Committee) of the NYSEs determination to initiate proceedings. The Company also expects that the Committee will hold a hearing on the Review Request on or after 25 business days from the date of filing the Review Request, and the Company expects to be current with its filings on or before the NYSEs hearing date.
The Company continues to operate its business as usual. Additionally, the NYSE decision does not affect the Companys SEC reporting requirements and does not conflict with or cause an event of default under any of the Companys material debt or other agreements.
The Company intends to file its Late Reports as expeditiously as is possible.
On August 13, 2018, the Company issued a press release regarding the NYSEs delisting determination and the Companys filing of the Review Request, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.