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): April 7, 2015
ATRM
Holdings, Inc. |
(Exact Name of Registrant as Specified in Its Charter) |
Minnesota |
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0-22166 |
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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 follow 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))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On
April 7, 2015, ATRM Holdings, Inc. (the “Company”) received a notification letter from the Listing Qualifications
Department of The NASDAQ Stock Market LLC (“Nasdaq”). The letter stated that the Company is not in compliance with
Nasdaq’s Rule 5250(c)(1) for continued listing because the Company has not yet filed with the Securities and Exchange Commission
(the “SEC”) its Annual Report on Form 10-K for the period ended December 31, 2014, and the Company’s Quarterly
Report on Form 10-Q for the period ended September 30, 2014. The Company has not been able to file these reports with the SEC
because, as initially disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2014, the
Company was in the process of reviewing its financial statements for the second quarter of 2014 and working to correct accounting
errors that occurred at its operating subsidiaries (collectively “KBS”) during the preparation of such financial statements.
As
an update on this process, the Company recently completed its review of these financial statements and, on April 9, 2015, filed
with the SEC Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, restating
the Company’s unaudited condensed consolidated financial statements and related disclosures for the three and six months
ended June 30, 2014, reflecting the correction of accounting errors that occurred at KBS. The Company is in the process of preparing
its Quarterly Report on Form 10-Q for the period ended September 30, 2014 and Annual Report on Form 10-K for the period ended
December 31, 2014, and intends to file these reports with the SEC as soon as reasonably practicable.
The
Company previously submitted, and Nasdaq accepted, a plan for the Company to regain compliance with Nasdaq’s listing rules,
as a result of which Nasdaq granted the Company an exception until May 13, 2015 to make all required filings with the SEC. Nasdaq
has informed the Company that it is required to submit an update to its original plan and inform Nasdaq of its progress made towards
implementing the plan by no later than April 22, 2015. The Company intends to submit this update within the required timeframe.
Item
8.01. Other Events.
On
April 10, 2015, the Company issued a press release announcing its receipt of the Nasdaq letter. A copy of the press release is
attached as Exhibit 99.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press
Release, dated April 10, 2015. |
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements”, as such term is used within the meaning of the Private
Securities Litigation Reform Act of 1995. These “forward-looking statements” are not based on historical fact and
involve assessments of certain risks, developments, and uncertainties in the Company’s business looking to the future. Such
forward-looking statements can be identified by the use of terminology such as “may”, “will”, “should”,
“expect”, “anticipate”, “estimate”, “intend”, “continue”, or “believe”,
or the negatives or other variations of these terms or comparable terminology. Forward-looking statements may include projections,
forecasts, or estimates of future performance and developments. Forward-looking statements contained in this Current Report on
Form 8-K are based upon assumptions and assessments that the Company believes to be reasonable as of the date hereof. Whether
those assumptions and assessments will be realized will be determined by future factors, developments, and events, which are difficult
to predict and may be beyond the Company’s control. Actual results, factors, developments, and events may differ materially
from those the Company assumed and assessed. Risks, uncertainties, contingencies, and developments, including those discussed
in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those identified
in “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, its Quarterly
Report on Form 10-Q/A for the period ended June 30, 2014 and its Annual Report on Form 10-K for the fiscal year ended December
31, 2013, could cause the Company’s future operating results to differ materially from those set forth in any forward-looking
statement. There can be no assurance that any such forward-looking statement, projection, forecast or estimate contained can be
realized or that actual returns, results, or business prospects will not differ materially from those set forth in any forward-looking
statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect future results, events or developments.
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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ATRM Holdings, Inc. |
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|
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Dated:
April 10, 2015 |
By: |
/s/ Paul H.
Askegaard |
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Name:
|
Paul
H. Askegaard |
|
Title: |
Chief
Financial Officer |
EXHIBIT
INDEX
Exhibit No. |
|
Description |
|
|
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99.1 |
|
Press
Release, dated April 10, 2015. |
Exhibit 99.1
ATRM
HOLDINGS RECEIVES NASDAQ NOTIFICATION LETTER
St.
Paul, Minn (4/10/15) – ATRM Holdings, Inc. (Nasdaq: ATRM) (“ATRM” or the “Company”)
announced today that it received a notification letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC
(“Nasdaq”). The letter stated that the Company is not in compliance with Nasdaq’s Rule 5250(c)(1) for continued
listing because the Company has not yet filed with the Securities and Exchange Commission (the “SEC”) its Annual Report
on Form 10-K for the period ended December 31, 2014, and the Company’s Quarterly Report on Form 10-Q for the period ended
September 30, 2014.
The Company is in the process of preparing its
Quarterly Report on Form 10-Q for the period ended September 30, 2014 and Annual Report on Form 10-K for the period ended December
31, 2014, and intends to file these reports with the SEC as soon as reasonably practicable.
The Company previously submitted, and Nasdaq accepted,
a plan for the Company to regain compliance with Nasdaq’s listing rules, as a result of which Nasdaq granted the Company
an exception until May 13, 2015 to make all required filings with the SEC. Nasdaq has informed the Company that it is required
to submit an update to its original plan and inform Nasdaq of its progress made towards implementing the plan by no later than
April 22, 2015. The Company intends to submit this update within the required timeframe.
About ATRM Holdings, Inc.
ATRM Holdings, Inc. (Nasdaq: ATRM), through its
wholly-owned subsidiaries KBS Builders, Inc. and Maine Modular Haulers, Inc., manufactures modular housing units for commercial
and residential applications. ATRM is based in North St. Paul, Minnesota, with facilities in South Paris and Waterford, Maine.
ATRM’s website is www.atrmholdings.com.
Forward-Looking Statements
This press release may contain “forward-looking statements”,
as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements”
are not based on historical fact and involve assessments of certain risks, developments, and uncertainties in the Company’s
business looking to the future. Such forward-looking statements can be identified by the use of terminology such as “may”,
“will”, “should”, “expect”, “anticipate”, “estimate”, “intend”,
“continue”, or “believe”, or the negatives or other variations of these terms or comparable terminology.
Forward-looking statements may include projections, forecasts, or estimates of future performance and developments. These forward-looking
statements are based upon assumptions and assessments that the Company believes to be reasonable as of the date hereof. Whether
those assumptions and assessments will be realized will be determined by future factors, developments, and events, which are difficult
to predict and may be beyond the Company’s control. Actual results, factors, developments, and events may differ materially
from those the Company assumed and assessed. Risks, uncertainties, contingencies, and developments, including those discussed in
the Company’s filings with the Securities and Exchange Commission, could cause the Company’s future operating results
to differ materially from those set forth in any forward-looking statement. There can be no assurance that any such forward-looking
statement, projection, forecast or estimate contained can be realized or that actual returns, results, or business prospects will
not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not
to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or
to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results,
events or developments.
Contact: |
Paul Askegaard |
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ATRM Holdings, Inc. |
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(651) 704-1812 |