Current Report Filing (8-k)
April 24 2020 - 8:01AM
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) April 21,
2020
ENGlobal
Corporation
(Exact name of registrant as
specified in its charter)
Nevada
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001-14217
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88-0322261
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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654 N. Sam
Houston Parkway E., Suite 400,
Houston,
Texas
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77060-5914
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(Address of principal executive
offices)
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(Zip Code)
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Registrant’s telephone
number, including area code: 281-878-1000
(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:
☐
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))
Securities registered pursuant to
Section 12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par
value
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ENG
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The Nasdaq Stock Market
LLC
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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).
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 provided pursuant to Section 13(a)
of the Exchange Act. [ ]
Item
3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On April 21,
2020, ENGlobal Corporation (the “Company”) received
written notice from The Nasdaq Stock Market (“Nasdaq”)
indicating that the Company is not in compliance with the $1.00
minimum bid price requirement for continued listing on Nasdaq, as
set forth in Listing Rule 5550(a)(2). The notice has no immediate
effect on the listing of the Company’s common stock, and its
common stock will continue to trade on The Nasdaq Stock Market
under the symbol “ENG” at this
time.
Given
the extraordinary market conditions, Nasdaq has determined to toll
the compliance periods for the bid price and market value of
publicly held shares requirements (collectively, the
“Price-based Requirements”) through June 30, 2020 (the
“Tolling Period”). In that regard, on April 16, 2020,
Nasdaq filed an immediately effective rule change with the
Securities and Exchange Commission. As a result, the compliance
periods for the Price-based Requirements will be reinstated on July
1, 2020.
The Company
may regain compliance with the minimum bid price requirement during
the Tolling Period or, in accordance with Listing Rule
5810(c)(3)(A), during the 180 calendar day period from July 1, 2020
to December 28, 2020. To regain compliance, the closing bid price
of the Company’s common stock must meet or exceed $1.00 per
share for at least ten consecutive business days before December
28, 2020.
If the Company
is not in compliance by December 28, 2020, the Company may be
afforded a second 180 calendar day period to regain compliance. To
qualify, the Company would be required to meet the continued
listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market,
except for the minimum bid price requirement. In addition, the
Company would be required to notify Nasdaq of its intent to cure
the minimum bid price deficiency, which may include implementing a
reverse stock split.
If the Company
does not regain compliance within the allotted compliance
period(s), including any extensions that may be granted by Nasdaq,
Nasdaq will provide notice that the Company’s common stock
will be subject to delisting. The Company would then be entitled to
appeal the Nasdaq Staff’s determination to a Nasdaq Listing
Qualifications Panel and request a hearing.
The Company
intends to monitor the closing bid price of the Company’s
common stock and consider its available options to resolve the
noncompliance with the minimum bid price requirement. No
determination regarding the Company’s response has been made
at this time. There can be no assurance that the Company will be
able to regain compliance with the minimum bid price requirement or
will otherwise be in compliance with other Nasdaq listing
criteria.
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.
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ENGlobal
Corporation
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(Registrant)
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April 24,
2020
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/s/ MARK A. HESS
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(Date)
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Mark A. Hess,
Chief Financial
Officer, Treasurer
and Corporate
Secretary
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