(Registrant’s telephone number, including area
code)
Securities registered pursuant to Section 12(b) of the
Act:
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:
☐
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A
Common Stock, par value $0.01
LPTH
The
Nasdaq Stock Market, LLC
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §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 providing
pursuant to Section 13(a) of the Exchange Act. ☐
LightPath
Technologies, Inc.
Form
8-K
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As
previously disclosed by LightPath Technologies, Inc. (the
“Company”) on that certain Current Report on Form 8-K
filed on July 18, 2019 with the U.S. Securities and Exchange
Commission (the “SEC”), on July 15, 2019, the Company
received a written notice (the “Initial Notice”) from
the Listing Qualifications department of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the Company was not in
compliance with Nasdaq Listing Rule 5550(a)(2), which requires a
minimum closing bid price of $1.00 per share of the Company’s
Class A common stock (the “Minimum Bid Price
Requirement”). The Initial Notice provided the Company 180
calendar days, or until January 13, 2020, to regain compliance with
Nasdaq Listing Rule 5550(a)(2).
The
Company determined that it would not regain compliance with the
Minimum Bid Price Requirement by the January 13, 2020 deadline.
Accordingly, on December 27, 2019, the Company submitted a request
to the Listing Qualification department of Nasdaq seeking an
additional 180-day period to regain compliance with the Minimum Bid
Price Requirement. On January 14, 2020, the Company received a
written notice (the “Notice”) from the Listing
Qualifications department of Nasdaq that the Company had been
granted an additional 180 calendar days, or until July 13, 2020, to
regain compliance with the Minimum Bid Price Requirement. The
Notice has no immediate effect on the listing or trading of the
Company’s Class A common stock and the Class A common stock
will continue to trade on The Nasdaq Capital Market under the
symbol “LPTH.”
Nasdaq’s
determination to grant an extension was based on the Company
meeting the continued listing requirement for market value of
publicly held shares and all other applicable requirements for
initial listing on The Nasdaq Capital Market, with the exception of
the bid price requirement, and the Company’s written notice
of its intention to cure the deficiency during the second
compliance period by effecting a reverse stock split, if necessary.
These initial listing requirements include having
stockholders’ equity of at least $5 million, having an
operating history of at least two years, having at least 1 million
in unrestricted publicly held shares, having at least 300
unrestricted round lot stockholders, having at least three market
makers, and being in compliance with Nasdaq’s corporate
governance standards.
The
Notice also stated that if at any time during this additional time
period the closing bid price of the Company’s Class A common
stock is at least $1.00 per share for a minimum of 10 consecutive
business days, Nasdaq will provide written confirmation of
compliance and this matter will be closed. If, however, compliance
cannot be achieved by July 13, 2020, Nasdaq will provide written
notification that the Company’s Class A common stock will be
delisted from The Nasdaq Capital Market. At that time, the Company
may appeal Nasdaq’s determination to a Hearings
Panel.
To
regain compliance with the Minimum Bid Price Requirement, the
Company intends to actively monitor the closing bid price of its
Class A common stock and will consider all available options to
regain compliance by July 13, 2020 and maintain its Nasdaq listing,
including such actions as effecting a reverse stock split. A
reverse stock split would need to be approved by the board of
directors and submitted to the Company’s stockholders for
approval. Even if the Company chooses to pursue a reverse stock
split there can be no assurance that the stockholders would approve
such a reverse stock split, that the Company will regain compliance
with the Minimum Bid Price Requirement, or maintain its compliance
with any of the other Nasdaq continued listing
requirements.
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed in
its behalf by the undersigned, thereunto duly
authorized.
