2019, the Company submitted a plan to regain compliance with the Financial Reporting Rule. On February 5, 2019, Nasdaq granted the Company an exception period until May 8, 2019 to file
the Quarterly Report and regain compliance with the Financial Reporting Rule. On March 25, 2019, the Company provided Nasdaq with an update to its plan and requested an additional exception until May 8, 2019 to file its Annual Report.
As previously disclosed, the Companys Audit Committee is conducting a review to assess the accuracy of the Companys previously filed financial
statements, the focus of which is to review the extent to which the Company incorrectly recognized revenue with respect to bill and hold transactions from 2014 until the second quarter of fiscal 2018, and whether the Companys accounting for
those transactions led to material errors in its financial statements. While the Audit Committee review is ongoing, the Company will not be able to provide the financial statements required by the Quarterly Report and the Annual Report. The Company
continues to work diligently to finalize the Audit Committee review. The Company intends to file the Annual Report, including the information required in the Quarterly Report, as soon as possible. However, the Company cannot provide assurance either
that it will file all delinquent filings or that all such filings will be made by May 8, 2019. If the Company is unable to regain compliance with the Financial Reporting Rule by May 8, 2019, the Company will be subject to delisting from
Nasdaq.
On March 27, 2019, the Company issued a press release announcing its receipt of the Nasdaq notification letter. A copy of the press release
is attached as Exhibit 99.3 and is incorporated by reference.
Forward-looking statements
Except for statements of historical fact, the matters discussed herein are forward-looking statements within the meaning of the applicable
securities laws and regulations. The words intends, estimates, expects, believes and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Forward-looking statements, including statements regarding the Companys estimated revenue and estimated future revenue, the Restructuring, the goodwill impairment, the possible impact of the Audit
Committees review of the Companys previously reported financial statements and whether Company will regain compliance with Nasdaqs continued listing requirements, involve risks and uncertainties that may cause actual results to
differ materially from those stated here. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the timing and results of the Audit Committees review of the
Companys previously reported financial statements, the timing and cost of the Restructuring, the Companys ability to successfully implement and manage the Restructuring, the risk that Nasdaq will not approve the Companys request
for an exception until May 8, 2019 to file the Annual Report and the other risks described more fully in the Companys filings with the SEC. Forward-looking statements reflect the views of the Companys management as of the date
hereof. The Company does not undertake to revise these statements to reflect subsequent developments.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Promissory Note, dated as of March 22, 2019, between the Company and Robert V. LaPenta, Sr.
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99.2
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Press Release, dated March 27, 2019, of Revolution Lighting Technologies, Inc.
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99.3
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Press Release, dated March 27, 2019, of Revolution Lighting Technologies, Inc.
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