Current Report Filing (8-k)
December 14 2018 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 14, 2018 (December 10, 2018)
SMAAASH ENTERTAINMENT INC.
(Exact name of registrant as specified in its
charter)
Delaware
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001-38188
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82-1231127
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1345 Avenue of the Americas, 15th
Floor
New York, New York
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10105
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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:
(212) 878-3684
________________________________________
(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 to the registrant under any of the following provisions:
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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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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 10, 2018, Smaaash Entertainment
Inc. (the “Company”) received a written notice (the “Notice”) from Listing Qualifications of The Nasdaq
Stock Market LLC (“Nasdaq”) indicating that the Company has not complied with the requirements of IM-5101-2 of the
listing rules of Nasdaq (the “Listing Rules”) since it has not demonstrated compliance with all of the requirements
for initial listing on the Nasdaq Capital Market following the previously announced business combination with Smaaash Entertainment
Private Limited.
Specifically, the Company has not
demonstrated that its common stock meets Listing Rule 5505(b)(1) that requires a market value of publicly held shares of at
least $15 million. Additionally, the Company has not provided evidence that its common
stock has at least 300 round lot holders as required by Listing Rule 5505(a)(3) and that its warrant has at least 400 round
lot holders as required by Listing Rule 5515(a)(4). Finally, the Company does not comply with Listing Rule 5515(a)(2) which
requires that for initial listing of a warrant the underlying security must be listed on Nasdaq.
The Notice states that, unless the
Company requests an appeal, Nasdaq will suspend the trading of the Company’s common stock and warrants at the opening of
business on December 19, 2018 and remove them from listing and registration on Nasdaq. The Company may
appeal Nasdaq’s delisting determination to a Nasdaq hearings panel by December 17, 2018, which will stay the suspension
of the Company’s securities and their removal from Nasdaq pending the panel’s decision.
The Company intends to appeal Nasdaq’s decision to the hearings
panel prior to the deadline on December 17, 2018 pursuant to the procedures set forth in the Nasdaq Listing Rules. The Company
can provide no assurance that, following the hearing, the hearings panel will grant the Company’s request for continued listing
or that the Company can maintain compliance with the other Nasdaq Listing Rules.
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: December 14, 2018
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SMAAASH ENTERTAINMENT INC.
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By:
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/s/ F. Jacob Cherian
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Name: F. Jacob Cherian
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Title: Chief Executive Officer
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