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): February 2, 2015
_____________
LIFE PARTNERS HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
| Texas |
0-7900 |
74-2962475 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
204 Woodhew
Waco, Texas |
76712 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (254) 751-7797
___________________
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | 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 February 2, 2015, Nasdaq notified Life Partners Holdings,
Inc. (the “Company”) that based upon the closing bid price for the previous 30 consecutive business days,
the Company no longer met the requirement to maintain a minimum bid price of $1 per share as required by Rule 5450(a)(1) of the
Nasdaq’s Listing Rules (the “Rules”). However, the Rules also provide the Company a compliance
period of 180 calendar days in which to regain compliance under Rule 5810(c)(3)(A).
If at any time during this 180 day period the closing bid price
of the Company’s common stock is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide the
Company written confirmation of compliance and this matter will be closed.
In the event the Company does not regain compliance with Rule
5450(a)(1) by August 3, 2015, the expiration date of the compliance period, the Company may be eligible for additional time. The
Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial
listing standards, with the exception of the bid price requirement, and will need to provide written notice of its intention to
cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. As part of its review
process, Nasdaq Staff will make a determination of whether it believes the Company will be able to cure this deficiency. Should
the Staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer
application or make the required representation, Nasdaq will provide notice that the Company’s common stock will be subject
to delisting.
The Company intends to monitor the closing bid price of its
common stock and may, if appropriate, consider implementing available options to regain compliance with minimum bid price requirement
under the Rules. However, there can be no assurance that the registrant will be able to regain compliance with Rules.
On February 4, 2015, the Company issued a press release relating
to the notice, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| 99.1 |
Press Release, dated February 4, 2015 |
| |
|
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.
| |
LIFE PARTNERS HOLDINGS, INC. |
| |
|
|
| |
|
|
| Date: February 4, 2014 |
By: |
/s/ Colette Pieper |
|
| |
|
Colette Pieper |
| |
|
Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. |
Description |
| 99.1 |
Press Release, dated February 4, 2015 |
Exhibit 99.1
Life Partners Holdings announces receipt of Nasdaq notice
of deficiency
WACO, TX - Feb. 4, 2015 - Life Partners
Holdings Inc. (NASDAQ GS: LPHI), or the “company,” announced today that on February 2, 2015, the company received a
letter from the Nasdaq Listing Qualifications department notifying the company that the minimum bid price per share for its common
stock was below $1.00 for a period of 30 consecutive business days and that the company did not meet the minimum bid price requirement
set forth in Nasdaq Listing Rule 5450(a)(1).
The company has a compliance period of
180 calendar days, or until August 3, 2015, to regain compliance with Nasdaq's minimum bid price requirement. If at any time during
the 180-day compliance period, the closing bid price per share of the company's common stock is at least $1.00 for a minimum of
10 consecutive business days, Nasdaq will provide the company a written confirmation of compliance and the matter will be closed.
In the event the company does not regain compliance with Rule 5450(a)(1) within this compliance period, it may be eligible for
additional time. To qualify, the company will be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards, with the exception of the bid price requirement, and will need to provide
written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split,
if necessary. If the Nasdaq staff concludes that the company will not be able to cure the deficiency, or if the company determines
not to submit the required materials or make the required representations, the company's common stock will be subject to delisting
by Nasdaq.
SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that relate to the intent,
beliefs, plans or expectations of the Company or its management, as well as any estimates or projections for the outcome of events
that have not yet occurred at the time of this news release. All statements other than statements of historical fact are forward-looking
statements. All forward-looking statements made by the Company are predictions and not guarantees of future performance, involve
material risks and uncertainties and are subject to change based on factors that are difficult to predict and that may be beyond
the Company's control. Such factors include, but are not limited to: those described under the "Risk Factors" section
and elsewhere in the Company's most recent Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on January
14, 2015, as well as in other past filings with the Securities and Exchange Commission; the risk that the Company may not be able
to successfully comply with the minimum bid requirement within the 180 day compliance period, including for reasons outside of
the Company's control; risks and uncertainties relating to the bankruptcy filing by the Company, including but not limited to,
(i) the Company's ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 cases including maintaining
strategic control as debtor-in-possession, (ii) the ability of the Company and its subsidiaries to prosecute, develop and consummate
a plan of reorganization, (iii) the effects of the Company's bankruptcy filing on the Company and on the interests of various
constituents, (iv) Bankruptcy Court rulings in the Chapter 11 cases as well the outcome of all other pending litigation and the
outcome of the Bankruptcy case in general, (v) the length of time the Company will operate under the Chapter 11 protection, (vi)
risks associated with third party motions in the Chapter 11 cases, which may interfere with the Company's ability to develop and
consummate a plan of reorganization, (vii) the potential adverse effects of the Chapter 11 proceedings on the Company's liquidity
or results of operations, (viii) the potential adverse effects of the Chapter 11 proceedings on regulatory and licensing agencies
of our primary operating subsidiary, Life Partners, Inc., and (ix) increased legal costs to execute the Company's reorganization,
and other risks and uncertainties. The Company cautions that the trading in the Company's securities during the pendency of the
Chapter 11 case is highly speculative and poses substantial risks. A plan of reorganization could result in the Company's outstanding
common stock to be diluted or extinguished and the holders of the Company's common stock may not receive any consideration. Accordingly,
the Company's future performance and financial results may differ materially and/or adversely from those expressed or implied
in any such forward-looking statements. You should not place undue reliance on forward-looking statements. The Company will not
undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that
any projected results expressed or implied therein will not be realized.
Life Partners Holdings, Inc. is
the parent company of the world’s oldest company engaged in the secondary market for life insurance, commonly called “life
settlements.” Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling
over $3.2 billion in face value.
*****************
LPHI-G
Contact:
Andrea Atwell
LPHI Shareholder Relations
254-751-7797
info@LPHI.com
www.lphi.com