Current Report Filing (8-k)
November 05 2019 - 6:47AM
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): November 5, 2019
Independence
Contract Drilling, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36590
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37-1653648
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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20475
State Highway 249
Suite
300
Houston,
TX 77070
(Address of
principal executive offices)
(281) 598-1230
(Registrant’s
telephone number, including area code)
N/A
(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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange where registered
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Common Stock, $0.01
par value per share
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ICD
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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 x
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. x
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
November 5, 2019, Independence Contract Drilling, Inc. (the “Company”) received written notice from the New York Stock
Exchange (the “NYSE”) that the Company is not in compliance with the NYSE continued listing standard set forth in
Rule 802.01C of the NYSE Listed Company Manual, which requires the average closing price of the Company’s common stock to
be at least $1.00 per share over a period of 30 consecutive trading days.
In
accordance with applicable NYSE procedures, the Company plans to notify the NYSE by November 15, 2019 of its receipt of the notice
and of its intention to cure the noncompliance. The notice states that Company must bring its share price and average share price
back above $1.00 by six months following receipt of the notice, but can demonstrate an accelerated cure at any time during the
six-month cure period if on the last trading day of any calendar month during the cure period the closing share price of the Company’s
common stock is at least $1.00 and the average closing share price of the Company’s common stock is at least $1.00 over
the 30 trading-day period ending on the last trading day of that month.
The
notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE. The
Company intends to actively monitor the closing share price for its common stock and will consider available options, including
a reverse stock split, to regain compliance with Rule 802.01C.
Item 7.01
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Regulation FD Disclosure
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On
November 5, 2019, as required under Rule 802.01C, the Company issued a press release announcing that it had received the notice.
A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The
information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with
the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as
amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01
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Financial Statements and Exhibits
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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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Independence Contract Drilling,
Inc.
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Date: November 5, 2019
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By:
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/s/
Philip A. Choyce
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Name:
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Philip A. Choyce
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Title:
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Executive Vice President and Chief
Financial Officer
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