Current Report Filing (8-k)
May 16 2014 - 4:23PM
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): May 12, 2014
AETRIUM
INCORPORATED |
(Exact
name of registrant as specified in its charter) |
|
|
|
|
|
Minnesota |
|
0-22166 |
|
41-1439182 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2350
Helen Street, North St. Paul, Minnesota |
|
55109 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (651) 770-2000
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):
[ ] 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))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As
a result of the resignation of Richard K. Coleman, Jr. as a member of the board of directors (the “Board”) of Aetrium
Incorporated (the “Company”) and as a member of the audit committee of the Board (the “Audit Committee”)
on April 23, 2014, the Company was not in compliance with Listing Rule 5605(c)(2)(A) of the NASDAQ Stock Market LLC (“NASDAQ”).
NASDAQ Listing Rule 5605(c)(2)(A) requires, among other things, that the Company’s Audit Committee be comprised of at least
three members. The Audit Committee was comprised of three members before Mr. Coleman’s resignation, and upon his resignation
was comprised of only two members. The Company notified NASDAQ of its noncompliance with the listing rule described above on April
25, 2014.
On
May 12, 2014, the Company received a letter from NASDAQ indicating that the Company no longer complies with NASDAQ’s audit
committee composition requirements as set forth in NASDAQ Listing Rule 5605(c). Consistent with NASDAQ Listing Rules 5605(c)(4),
the Company has a cure period in order to regain compliance until the earlier of the Company’s next annual shareholders’
meeting or April 23, 2015. If the Company’s next annual shareholders’ meeting is held before October 20, 2014, then
the Company must evidence compliance no later than October 20, 2014.
On May
14, 2014 the Board appointed director Morgan P. Hanlon to the Audit Committee and notified NASDAQ of such appointment. On May 16,
2014, the Company received a letter from NASDAQ stating that based on the appointment of Mr. Hanlon to the Audit Committee, NASDAQ
has determined that the Company complies with Nasdaq Listing Rule 5605(c)(2) and the matter is closed.
SIGNATURE
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.
Dated:
May 16, 2014 |
AETRIUM
INCORPORATED |
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|
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By: |
/s/
Paul H. Askegaard |
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Paul
H. Askegaard |
|
|
Chief
Financial Officer |