EGT Entertainment Gaming Asia Incorporated

 

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): October 15, 2014

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ENTERTAINMENT GAMING ASIA INC.

(Exact Name of Registrant as Specified in Its Charter)

 

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Nevada	001-32161	91-1696010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

 

Unit C1, Ground Floor, Koon Wah Building

No. 2 Yuen Shun Circuit

Yuen Chau Kok, Shatin

New Territories, Hong Kong SAR

(Address of principal executive offices, including zip code)

 

+ 852-3147-6600

(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 obligations of the registrant under any of the following provisions.

 

¨

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)

 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On April 17, 2014, Entertainment Gaming Asia Inc. (the “Company”) received a deficiency letter from The NASDAQ Stock Market LLC (“NASDAQ”) advising that, based on the Company’s closing bid price for the prior 30 consecutive business days, the Company did not comply with the minimum bid price requirement of $1.00 per share, as set forth in NASDAQ Listing Rule 5550(a)(2).  In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company was provided with an initial grace period of 180 calendar days, or until October 14, 2014, to regain compliance with the minimum closing price requirement for continued listing.

 

The Company was unable to regain compliance with NASDAQ’s minimum closing price requirement during the initial 180-day grace period. However, on October 15, 2014, the Company was notified by NASDAQ that it has received an additional 180-day grace period, or until April 13, 2015, to regain compliance with the minimum closing price requirement. The determination to grant the extension was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The NASDAQ Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second grace period by effecting a reverse stock split, if necessary. If at any time during this additional time period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written confirmation of compliance and this matter will be closed. If the Company fails to regain compliance during the second 180-day grace period, its common stock will be subject to delisting by NASDAQ.

 

The notification has no immediate effect on the listing of the Company’s common stock on The NASDAQ Capital Market.

 

On October 17, 2014, the Company issued a press release, attached to this Current Report on Form 8-K as Exhibit 99.1, reporting that it had received an extension from NASDAQ to regain listing compliance.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

Method Filing

 

The following exhibit is filed with this report:

 

Exhibit 99.1	Press release dated October 17, 2014 regarding NASDAQ granting an extension to regain listing compliance received on October 15, 2014.	Filed Electronically herewith

 

 

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.

 

	ENTERTAINMENT GAMING ASIA INC.
Dated: October 17, 2014	/s/  Clarence Chung
	Clarence (Yuk Man) Chung
	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

For Immediate Release

 

CONTACTS:
Entertainment Gaming Asia Inc.
Traci Mangini
TraciMangini@EGT-Group.com
872/802-4227

 

NASDAQ GRANTS ENTERTAINMENT GAMING ASIA SIX-MONTH EXTENSION TO REGAIN MINIMUM BID PRICE COMPLIANCE

 

Hong Kong – October 17, 2014 – Entertainment Gaming Asia Inc. (NASDAQ: EGT) (“Entertainment Gaming Asia” or “the Company”), a gaming company focused on emerging gaming markets in Pan-Asia, today announced that on October 15, 2014, the Company was notified by The NASDAQ Stock Market LLC (“NASDAQ”) that it has granted the Company an additional 180-day grace period, or until April 13, 2015, to regain compliance with the minimum $1.00 bid price per share listing requirement. The determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The NASDAQ Capital Market with the exception of the bid price requirement, and the Company's intent to cure the deficiency during the second compliance grace period by effecting a reverse stock split, if necessary.

 

According to the notification, if at any time during the second 180-day grace period, the minimum closing bid price per share of the Company’s common stock closes at or above $1.00 for a period of ten consecutive business days, the Company will regain compliance and the matter will be closed.  If the Company fails to regain compliance by the end of the second 180-day grace period, the Company’s common stock will be subject to delisting by NASDAQ.

 

During the second 180-calendar day grace period, the Company’s common stock will continue to trade on The NASDAQ Capital Market under the symbol "EGT". Therefore, the notification has no immediate impact on the listing of the Company’s common stock.

 

The Company will work to regain listing compliance and believes that it has options available to ensure continued listing on NASDAQ. Management and the Board of Directors are evaluating these options to determine the optimal course of action. As of yesterday, the closing bid price of the Company’s shares was $0.58, and it will actively monitor the performance of the stock with respect to the listing standards.

 

– more –

 

 

NASDAQ Grants Entertainment Gaming Asia Extension to Regain Listing Compliance, 10/17/2014
	page 2

 

About Entertainment Gaming Asia Inc.

Entertainment Gaming Asia Inc. (NASDAQ: EGT) is a gaming company in Pan-Asia engaged in the leasing of electronic gaming machines on a revenue sharing basis to the gaming industry in Cambodia and the Philippines and the development and operation of casinos and gaming venues in the Indo-China region under its “Dreamworld” brand.  The Company also manufactures and sells RFID and traditional gaming chips and plaques to major casinos under its “Dolphin” brand.  For more information please visit www.EGT-Group.com.

 

Forward Looking Statements

This press release contains forward-looking statements concerning Entertainment Gaming Asia within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include statements regarding expectations for the Company’s ability to ensure continued listing on The NASDAQ Capital Market. Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to, the risk that the Company may be unable to develop and implement a plan to ensure the continued listing of its common shares on The NASDAQ Capital Market and other risks set forth in Entertainment Gaming Asia’s annual report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014 and subsequently filed quarterly reports on Form 10-Q. Entertainment Gaming Asia cautions readers not to place undue reliance on any forward-looking statements. Entertainment Gaming Asia does not undertake, and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

 

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