Current Report Filing (8-k)
April 30 2020 - 5:31PM
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 24, 2020
(Exact name of registrant as specified in
its charter)
Nevada
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000-18590
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84-1133368
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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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141 Union Boulevard, #400, Lakewood, CO
80228
(Address of principal executive offices
including zip code)
Registrant’s telephone number, including
area code: (303) 384-1400
Not applicable
(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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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GTIM
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Nasdaq Stock Exchange
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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. ¨
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ITEM 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On April 24, 2020,
Good Times Restaurants Inc. (“we,” “us,” “our,” “Good Times” or the “Company”)
received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”), notifying the Company
that it no longer satisfies Nasdaq Listing Rule 5550(a)(2) (the “Rule”), which requires the Company to maintain minimum
bid price of $1 per share. Based upon the Company’s closing bid price for the last 30 consecutive business days, the Company
no longer meets this requirement. The letter from Nasdaq has no immediate effect on the listing of the Company’s common stock
on the Nasdaq Stock Market as Nasdaq rules provide for a 180-day period in which to regain compliance.
In addition, due to
the current extraordinary economic conditions, Nasdaq has tolled the compliance period through June 30, 2020 (the “Tolling
Period”) which extends the time for the Company to regain compliance to December 28, 2020. If at any time during the Tolling
Period or the 180-day period (beginning July 1, 2020), the closing bid price of the Company’s common stock is at least $1.00
for a minimum of 10 consecutive business days, Nasdaq will provide the Company written confirmation of compliance with the minimum
bid price rule and the matter will be closed. If the Company does not regain compliance before December 28, 2020, the Company may
be eligible for an additional 180 calendar days, provided the Company meets the continued listing requirement for market value
of publicly held shares and all other initial listing standards, except for the minimum bid price requirement, and will need to
provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period.
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 Healings Panel.
The Company will continue
to actively monitor the closing bid price of its common stock and will evaluate available options to resolve the deficiency and
regain compliance with the minimum bid price rule. There can be no assurance that the Company will be able to regain compliance
with the Rule and thereby to maintain the listing of its common stock on the Nasdaq Capital Market.
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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GOOD TIMES RESTAURANTS INC.
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Date:
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April 30, 2020
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By:
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Ryan M. Zink
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Chief Executive Officer
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