Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On January 10, 2017, JRjr33, Inc. (the “Company”) received notification (the “Deficiency Letter”) from the NYSE American LLC (the “NYSE American”) that it was not in compliance with certain NYSE American continued listing standards relating to stockholders’ equity as of September 30, 2016. Specifically, the Deficiency Letter stated that the Company is not in compliance with Section 1003(a)(i) (requiring stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years), Section 1003(a)(ii) (requiring stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years); and Section 1003(a)(iii) (requiring stockholders’ equity of $6.0 million or more if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years). The Deficiency Letter noted that the Company had a stockholders’ equity deficit of $(4,895,000) as of September 30, 2016, and has reported net losses in its five most recent fiscal years ended December 31, 2015.
On April 18, 2017, the Company received a letter from the NYSE American (the “April 18 Letter”) notifying the Company that it is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”) with the Securities and Exchange Commission. The filing of the report is a condition for the Company’s continued listing on the NYSE American as required by Sections 134 and 1101 of the NYSE Company Guide.
On July 14, 2017, the Company received a letter from the NYSE American notifying the Company that it is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “Form 10-Q”) with the Securities and Exchange Commission. The filing of the report is a condition for the Company’s continued listing on the NYSE American as required by Sections 134 and 1101 of the NYSE Company Guide.
Pursuant to the April 18 Letter the Company was required to submit a plan to the NYSE American by May 18, 2017 advising of actions it has taken or will take to regain compliance with the continued listing standards by October 17, 2017. The Company submitted its plan on May 18, 2017 (the “May Plan”).
On July 14, 2017, the NYSE American notified the Company that it had reviewed the May Plan and determined to accept the May Plan and grant a May Plan period through October 18, 2017. NYSE Regulation Staff will review the Company periodically for compliance with the initiatives outlined in the May Plan. The notification stated that if the Company is not in compliance with the continued listing standards by October 18, 2017 or if the Company does not make progress consistent within the May Plan period, NYSE Regulation staff will initiate delisting proceedings as appropriate.
On October 11, 2017, the Company submitted a revised plan (the “October Plan”). On October 19, 2017, the NYSE American notified the Company that it had reviewed the October Plan and determined to accept the October Plan and grant a plan period through December 18, 2017. NYSE Regulation Staff will review the Company periodically for compliance with the initiatives outlined in the Plan. The notification also stated that if the Company is not in compliance with the continued listing standards by December 18, 2017 or if the Company does not make progress consistent within the Plan period, NYSE Regulation staff will initiate delisting proceedings as appropriate.
The Company’s common stock will continue to be listed on the NYSE American while it attempts to regain compliance with the listing standards noted, subject to the Company’s compliance with other continued listing requirements. The Company’s common stock will continue to trade under the symbol “JRJR,” but will have an added designation of “.BC” to indicate that the Company is not in compliance with the NYSE American’s listing standards. The NYSE American notification does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company’s material agreements.
The Company issued a press release on October 20, 2017, announcing that it had received the notice of continued noncompliance and acceptance of the October Plan. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.