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)                January 14, 2021          

 

 

Technical Communications Corporation

 

(Exact name of registrant as specified in its charter)

 

Massachusetts   001-34816   04-2295040
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

100 Domino Drive, Concord, MA 01742
(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code               (978) 287-5100          

 

Not Applicable

 

(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:

 

[ ]        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))

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common TCCO NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 January 14, 2021, Technical Communications Corporation (the “Company”) received a delisting determination letter from the Listing Qualifications department of the Nasdaq Stock Market (“Nasdaq”), notifying the Company that because the Company had informed Nasdaq it would be unable to provide a plan to regain compliance with Listing Rule 5550(b) (the “Rule”) within the required timeframe, trading of the Company’s common stock will be suspended at the opening of business on January 25, 2021. Nasdaq also indicated it will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on the exchange.

 

Previously on December 31, 2020, the Company received notice from Nasdaq that because the Company failed to maintain a minimum of $500,000 in net income from continuing operations in the most recently completed fiscal year, or two of the last three fiscal years, and since the Company did not meet the alternatives of market value of listed securities or stockholders’ equity, the Company no longer complied with Listing Rule 5550(b) for continued listing. The Company subsequently determined it would be unable to regain compliance with the Rule within the specified timeframe and informed Nasdaq on January 13, 2021 that it would not be submitting a compliance plan.

 

 

Item 9.01 Financial Statements and Exhibits.

 

  a. Financial statements of businesses acquired. Not applicable.
b. Pro forma financial information. Not applicable.
c. Shell company transactions. Not applicable.
d. Exhibits. Not applicable.

 

 

 

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.

 

  Technical Communications Corporation
   
Dated: January 19, 2021 By: /s/ Carl H. Guild, Jr.  
    Carl H. Guild, Jr.  
    President and Chief Executive Officer  

 

 

 

 

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