Current Report Filing (8-k)
September 28 2015 - 3:11PM
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):
September 22, 2015
LookSmart, Ltd.
(Exact Name of Registrant as Specified in Charter)
Delaware |
000-26357 |
13-3904355 |
(State or other jurisdiction of
Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
50 California Street, 16th Floor
San Francisco, CA 94108
(Address of principal executive offices) |
|
94105
(Zip Code) |
|
|
|
Registrant’s
telephone number, including area code: (415) 348-7000
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:
☐ 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 September 22, 2015, the Listing
Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) notified
LookSmart, Ltd. (the “Company”) that, based upon the Company’s non-compliance with the minimum $2.5
million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, as set forth in NASDAQ
Listing Rule 5550(b), the Company was subject to delisting from NASDAQ unless it timely requests a hearing before the NASDAQ
Hearings Panel (the “Panel”). The Company plans to request a hearing before the Panel to address the
deficiency, which request will stay any delisting action pending the ultimate outcome of the hearing process. The Panel has
the discretion to grant the Company an additional 180 days from the date of the Staff’s notice to satisfy the
applicable listing criteria, through March 21, 2016. The Company remains subject to a grace period, through January 3, 2016,
to regain compliance with the minimum $1.00 bid price requirement.
As previously disclosed, the Company has
entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Pyxis Tankers Inc. (“Pyxis”), the
consummation of which will require the combined entity to satisfy the requirements for initial listing on NASDAQ. Pyxis has
filed an application to list the combined entity’s securities on NASDAQ concurrent with the completion of the merger.
If the transactions contemplated by the Merger Agreement, which are subject to approval by the Company’s stockholders
at a special meeting, are completed, the holders of the Company’s common stock will receive securities in the combined
entity and each share of the Company’s common stock will be cancelled.
SIGNATURE
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 duly authorized.
|
|
LookSmart,
LTD |
|
|
|
|
|
|
|
|
|
|
|
By: /s/ Michael Onghai |
|
|
Michael Onghai |
|
|
Chief Executive Officer |
Date: September 25, 2015
Looksmart (NASDAQ:LOOK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Looksmart (NASDAQ:LOOK)
Historical Stock Chart
From Jul 2023 to Jul 2024