Current Report Filing (8-k)
August 17 2018 - 4:32PM
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):
August 16, 2018
adomani, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38078
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46-0774222
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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4740 Green River Road, Suite 106
Corona, California 92880
(Address of principal executive offices) (Zip Code)
(951) 407-9860
(Registrant's telephone number, including area code)
Not Applicable
(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 (
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 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.
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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 August 16, 2018, ADOMANI, Inc. (the “Company”)
received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market
LLC (“NASDAQ”), which notified that Company that, for the previous 30 consecutive business days, the bid price for
the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The NASDAQ Capital
Market under NASDAQ’s Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Minimum
Bid Price Requirement”).
The notification of noncompliance has no immediate
effect on the listing or trading of the Company’s common stock on The NASDAQ Capital Market. In accordance with NASDAQ Listing
Rule 5810(c)(3)(A), if during the 180 calendar days following the date of the notification, or prior to February 12, 2019, the
closing bid price of the Company’s common stock is at or above $1.00 for a minimum of 10 consecutive business days, but generally
no more than 20 consecutive business days, the Staff will provide the Company with written confirmation of compliance.
If the Company does not achieve compliance with
the Minimum Bid Price Requirement by February 12, 2019, the Company may be eligible for an additional 180 calendar days compliance
period if the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing
standards for The NASDAQ Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written
notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not
eligible, the Staff would notify the Company that its securities would be subject to delisting. In the event of such notification,
the Company may appeal the Staff’s determination to delist its securities, but the Staff may refuse to grant the Company’s
request for continued listing.
The Company intends to monitor the closing bid
price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum
Bid Price Requirement under the NASDAQ Listing Rules.
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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ADOMANI, Inc.
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Dated: August 17, 2018
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By:
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/s/ Michael K. Menerey
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Michael K. Menerey
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Chief Financial Officer
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