Current Report Filing (8-k)
July 10 2019 - 5:16PM
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): July 3, 2019
REVOLUTION LIGHTING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-23590
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59-3046866
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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177 Broad Street,
Stamford, Connecticut
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06901
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (203)
504-1111
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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RVLT
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company 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 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On July 3, 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 (the Nasdaq Staff) informing the Company that, since the Company has not regained compliance with
the minimum $1.00 bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule) within 180 days, the Nasdaq Hearings Panel (the Panel) that the Company appeared before on June 6, 2019 will
consider the deficiency as an additional basis for delisting the Companys common stock from Nasdaq. The Bid Price Rule requires listed companies to maintain a minimum bid price of at least $1.00 per share.
As previously disclosed, the Company received several delisting determination letters from the Nasdaq Staff informing the Company that, since it has been
unable to file certain prior Securities and Exchange Commission (SEC) reports (the Delayed Reports), the Companys common stock is subject to delisting 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 SEC.
The Company appeared before the
Panel on June 6, 2019 and presented its plan to regain compliance with the Financial Reporting Rule and the Bid Price Rule (together, the Nasdaq Listing Requirements). On several occasions since the June 6, 2019 hearing, the
Company submitted additional updates to the Panel informing the Panel of additional developments and supplemental plans to regain compliance with the Nasdaq Listing Requirements.
On July 9, 2019, the Company received an extension letter (the Extension Letter) from the Panel informing the Company that the Panel has
granted the Companys request to continue listing on The Nasdaq Capital Market, subject to the Company providing written periodic updates to Nasdaq regarding the status of the Companys audit and remediation processes, and becoming current
in its filings with the SEC on or before October 29, 2019. In addition, the Company must be able to demonstrate compliance with all requirements for continued listing on Nasdaq. The Extension Letter stays any action in connection with the
Additional Determination Letter, unless and until the Panel determines whether it wishes to modify the terms of its Extension Letter based on the Bid Price Rule deficiency.
On July 10, 2019, the Company issued a press release announcing its receipt of the Additional Determination Letter and the Extension Letter. A copy of
the press release is attached as Exhibit 99.1 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 will, may, estimates, expects, intends, 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 when the Company will file the Delayed Reports and whether the 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 risk that the Companys ongoing restatement will not be timely completed, the risk that the Company will be unable to comply with the Bid Price Rule 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. Financial Statements and Exhibits.
(d)
Exhibits
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
hereunto duly authorized.
Date: July 10, 2019
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REVOLUTION LIGHTING TECHNOLOGIES, INC.
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By:
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/s/ Robert V. LaPenta, Sr.
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Robert V. LaPenta, Sr.
Chief Executive Officer
and President
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