Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On October 10, 2019, Revolution Lighting Technologies, Inc.
(the “Company”) received a notification letter from the Nasdaq
Hearings Panel (the “Panel”), informing the Company that the Panel
has determined to delist the Company’s common stock from The Nasdaq
Capital Market and, accordingly, that trading in the Company’s
common stock will be suspended effective at the open of business on
October 14, 2019. The Panel also informed the Company that,
following suspension of trading in the Company’s shares, Nasdaq
will complete the delisting by filing a Form 25 with the Securities
and Exchange Commission (“SEC”), which will remove the Company’s
securities from listing and registration on The Nasdaq Stock
Market. Following suspension of trading of the Company’s common
stock on The Nasdaq Capital Market, the Company plans to have its
shares quoted on the OTC Pink Market.
As disclosed in prior Current Reports on Form 8-K filed by the Company with the SEC,
the Company has received delisting determination letters from the
staff of the Listing Qualifications Department of the Nasdaq Stock
Market informing the Company that, since it has been unable to file
its Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2018, March 31, 2019 and June 30, 2019
and its Annual Report on Form 10-K for the year ended
December 31, 2018 as required by Nasdaq Listing Rule
5250(c)(1), and since the Company is not in compliance with Nasdaq
Listing Rule 5550(a)(2), which requires listed companies to
maintain a minimum bid price of at least $1.00 per share, the
Company’s common stock is subject to delisting from Nasdaq. The
Company presented a plan of compliance to the Panel at a hearing
held on June 6, 2019, and on July 9, 2019 the Company
received an extension letter from the Panel informing the Company
that the Company’s common stock would remain listed on The Nasdaq
Capital Market, subject to certain requirements, including that the
Company become current in all of its SEC periodic reports by
October 29, 2019. On October 9, 2019, the Company
notified the Panel of the Company’s determination to withdraw from
the hearings process after Company management and the Audit
Committee of the Company’s Board of Directors determined that it
would be unable to regain compliance with its periodic reporting
obligations by the Panel’s October 29, 2019 deadline due to
delays it has experienced in the completion of the audit of its
financial statements for the fiscal years ended December 31,
2016, 2017 and 2018, which it had planned to include in its Annual
Report on Form 10-K for the
year ended December 31, 2018.
As previously disclosed, the Company’s previously filed financial
statements for the years ended December 31, 2014 through 2017
as well as the audit reports of the Company’s former independent
auditors have been withdrawn, as have the Company’s financial
statements for the fiscal quarters within each of the 2017, 2016
and 2015 fiscal years and the fiscal quarters ended March 31,
2018 and June 30, 2018. These financial statements should not
be relied upon. The Company continues to work to complete the
financial statements required to regain compliance with its
periodic reporting obligations. At this time, the Company is unable
to predict when those financial statements will be completed.
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,” “plans”, “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 whether and when the company will complete the
restatement and audit of its historical financial statements and
become current in its SEC reporting obligations 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 availability of historical
accounting records and information, the timing and feasibility of
the Company’s ongoing restatement and audit, the reduced liquidity
of the Company’s common stock after delisting and the other risks
described more fully in the Company’s filings with the SEC.
Forward-looking statements reflect the views of the Company’s
management as of the date hereof. The Company does not undertake to
revise these statements to reflect subsequent developments.
