Current Report Filing (8-k)
July 05 2019 - 4:31PM
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 5, 2019 (July 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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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, $0.001
par value per share
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AAC
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New York Stock Exchange
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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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The information in the press release furnished as Exhibit 99.1 to this Current Report on Form
8-K
(this Report) as it pertains to New York Stock Exchange Regulation (the NYSE) continued listing requirements is incorporated into this Item 3.01.
Item 7.01
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Regulation FD Disclosure.
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The information in the press release furnished as Exhibit 99.1 to this Report is incorporated into this Item 7.01.
Item 9.01
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Financial Statements and Exhibits.
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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 through acquisitions and de novo projects; (v) risks associated with estimates of the value of accounts receivable or deterioration in collectability of accounts
receivable; (vi) a failure to achieve anticipated financial results from contemplated and prior acquisitions; (vii) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of an
acquisition; (viii) the Companys failure to achieve anticipated financial results from contemplated and prior acquisitions; (ix) a disruption in the Companys ability to perform diagnostic laboratory services;
(x) maintaining compliance with applicable regulatory authorities, licensure and permits to operate the Companys facilities and laboratories; (xi) a disruption in the Companys business and reputational and economic risks
associated with the civil securities claims brought by shareholders or claims by various parties; (xii) inability to meet the covenants in the Companys loan documents or lack of borrowing capacity; and (xiii) 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: July 5, 2019
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