Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On May 17, 2019, Revolution Lighting Technologies, Inc. (the Company) received an additional delisting determination
letter (the Additional Determination Letter) from the staff of the Listing Qualifications Department of the Nasdaq Stock Market (Nasdaq) informing the Company that, since the Company is late in filing its Quarterly Report on
Form
10-Q
for the quarter ended March 31, 2019 (the First Quarter
10-Q),
Nasdaq will consider the deficiency as an additional basis for delisting the
Companys common stock from Nasdaq. Nasdaq Listing Rule 5250(c)(1) (the Financial Reporting Rule) requires listed companies to timely file all required periodic financial reports with the Securities Exchange Commission
(SEC).
As disclosed in the Companys Form
8-K
filed on May 8, 2019, the Company previously
received a delisting determination letter from Nasdaq, informing the Company that since it has been unable to file certain prior SEC reports (together with the First Quarter
10-Q,
the Delayed
Reports), the Companys common stock is subject to delisting from Nasdaq. The Company has requested an appeal and is scheduled to appear before a Nasdaq Hearings Panel (the Panel) on June 6, 2019. At the hearing, the
Company plans to present its plan to regain compliance with the Financial Reporting Rule and to present its views with respect to the additional deficiency related to the late First Quarter
10-Q.
There can be
no assurance that the Panel will grant a stay of the suspension of trading and delisting while the appeals process is pending or any exception to the Financial Reporting Rule.
The Company has been unable to timely file the Delayed Reports due to the previously disclosed, ongoing review by the Companys Audit Committee to assess
the accuracy of the Companys previously filed financial statements. As disclosed in the Companys Form
8-K
filed on May 8, 2019, the Company has determined to restate its consolidated financial
statements as of and for several prior fiscal periods. The Company intends to continue its efforts to regain compliance with the Financial Reporting Rule as soon as practicable after the Audit Committees investigation is finished, the restated
financial statements are completed, and where applicable have been audited, and the required Delayed Reports have been finalized.
As previously disclosed
in the Companys Form
8-K
filed on January 4, 2019, Nasdaq has also notified the Company that it is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a
minimum bid price of at least $1.00 per share.
On May 23, 2019, the Company issued a press release announcing its receipt of the Additional
Determination Letter. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.