Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Nasdaq reached its decision that the Company is no longer suitable for listing
pursuant to Listing Rules 5101, 5110(b), and 5101-1, after the Company's
disclosure on
Taking into account the Company's desire to reduce operating expenses and maximize the value of its estates, the Company does not intend to appeal Nasdaq's determination.
The Company expects that the trading of its common stock will transition to the OTC Bulletin Board or "pink sheets" market shortly.
The transition to over-the-counter markets will not affect the Company's
operations or business and does not change its reporting requirements under
Item 8.01 Other Events.
On
(1) any person or entity who is or becomes a beneficial owner of at least 4.5% of all issued and outstanding shares of the Common Stock (equal to 168,921 shares of the Common Stock, based on approximately 3,753,807 million shares of the Common Stock issued and outstanding as ofJul 22, 2020 ) (a "Substantial Shareholder") shall file with theBankruptcy Court a notice of such status on or before the later of (x) 20 calendar days after the date of the Notice of Order and (y) 10 calendar days after becoming a Substantial Shareholder; (2) at least 14 calendar days prior to effectuating any transfer of equity securities that would result in (a) an increase or decrease in the amount of common stock beneficially owned by a Substantial Shareholder, (b) a person or entity becoming a Substantial Shareholder, or (c) a decrease in the amount of common stock beneficially owned by a Substantial Shareholder that would result in such person or entity no longer being a Substantial Shareholder, such person or entity shall file with theBankruptcy Court a notice of such proposed transfer; and (3) the Company will have 7 calendar days after receipt of any notice of such proposed transfer to file with theBankruptcy Court and serve on such Substantial Shareholder or person or entity that may become a Substantial Shareholder, an objection to the transfer and, if the Company does so, such proposed transfer shall not be effective unless approved by theBankruptcy Court . If the Company does not object within such 7-day period, the transfer may proceed solely as set forth in the notice of transfer.
The Interim Order provides that a final hearing on the motion to establish
notice and hearing procedures for trading in equity securities in the Company
will be held on
The foregoing description of the Interim Order is a summary and does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Interim Order. A copy of the Interim Order may be obtained by following the instructions in the Notice of Order.
Cautionary Note Regarding Forward-Looking Statements
In this Current Report on Form 8-K, we make "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include the Company's
expectations regarding Nasdaq's application, the
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The forward-looking statements herein speak only as of the date the statements are made (which is the date of this Current Report on Form 8-K). Investors should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Notice of Order, dated as ofJuly 24, 2020
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