Current Report Filing (8-k)
April 09 2019 - 5:21PM
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): April 9, 2019 (April 3, 2019)
AAC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-36643
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35-2496142
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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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200 Powell Place
Brentwood, Tennessee
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37027
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(Address of Principal Executive Offices)
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(Zip Code)
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(615)
732-1231
(Registrants telephone number, including area code)
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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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.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On April 3, 2019, AAC Holdings, Inc. (the Company) received a written notice (the
Notice) from New York Stock Exchange (the NYSE) indicating that the Company is not in compliance with the NYSEs continued listing requirements in Section 802.01E (SEC Annual and Quarterly Report Timely Filing
Criteria) of the NYSE Listed Company Manual (the NYSE Manual) as a result of the Companys delay in filing its Annual Report on Form
10-K
for the fiscal year ended December 31, 2018 (the
2018 Form
10-K)
with the United States Securities and Exchange Commission (the SEC).
As previously disclosed on the Companys Current Report on Form
8-K
filed with the SEC on
March 29, 2019, the Company is in the process of making adjustments to certain of its previously issued financial statements and completing the preparation of its financial statements for its fiscal year ended December 31, 2018 for
inclusion in its 2018 Form
10-K.
The Company is diligently working to finalize its 2018 Form
10-K
and expects to do so shortly, although no assurances as to timing may
be made.
The Company issued a press release on April 9, 2019, a copy of which is furnished as Exhibit 99.1 to this Current Report on
Form
8-K
(this Report).
The NYSE informed the Company that it will monitor the status
of the Companys 2018 Form
10-K
and related public disclosures for up to a six (6) month period from its due date. If the Company does not file its 2018 Form
10-K
with the SEC within six (6) months of its due date (the Extension Period), the NYSE may, in its sole discretion, allow the Companys common stock to trade for up to an
additional six (6) months (the Additional Extension Period) depending upon the Companys specific circumstances. The Notice also states that the NYSE may commence delisting proceedings at any time during the Extension Period or
the Additional Extension period, if applicable, if the circumstances warrant.
Item 7.01
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Regulation FD Disclosure.
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The information disclosed under Item 3.01 of this Report is incorporated by reference into this Item 7.01.
Item 9.01
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Exhibits and Financial Statements.
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Forward Looking Statements
This Report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are made
only as of the date of this Report. In some cases, you can identify forward-looking statements by terms such as anticipates, believes, could, estimates, expects, may,
potential, predicts, projects, should, will, would, and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain
these words. Forward-looking statements may include information concerning the Companys possible or assumed future results of operations, including descriptions of the Companys revenue, profitability, outlook and overall business
strategy. These statements involve known and unknown risks, uncertainties and other factors that may cause the Companys actual results and performance to be materially different from the information contained in the forward-looking statements.
These risks, uncertainties and
other factors include, without limitation: (i) the Companys inability to effectively operate its facilities;
(ii) the Companys reliance on its sales and marketing program to continuously attract and enroll clients; (iii) a reduction in
reimbursement rates by certain third-party payors for inpatient and outpatient services and
point-of-care
and definitive lab testing; (iv) the Companys failure to successfully achieve growth or projected financial results related to acquisitions and de
novo projects; (v) risks associated with estimates of the value of the Companys accounts receivable or deterioration in the collectability of accounts receivable; (vi) the possibility that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of an acquisition; (vii) a disruption in the Companys ability to perform diagnostic laboratory services; (viii) maintaining compliance with applicable regulatory authorities, licensure
and permits to operate the Companys facilities and laboratories; (ix) a disruption in the Companys business and reputational and economic risks associated with civil claims by various parties; (x) inability to meet the
covenants in the Companys loan documents or lack of borrowing capacity; (xi) inability to effectively integrate acquired facilities; and (xii) general economic conditions, as well as other risks discussed in the Risk
Factors section of the Companys most recently filed Annual Report on Form
10-K,
Quarterly Reports on Form
10-Q
and other filings with the SEC. As a result of
these factors, we cannot assure that the forward-looking statements in this Report will prove to be accurate. Investors should not place undue reliance upon forward-looking statements.
SIGNATURES
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.
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AAC HOLDINGS, INC.
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By:
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/s/ Andrew W. McWilliams
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Andrew W. McWilliams
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Chief Financial Officer
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Date: April 9, 2019
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