Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On May 17, 2019, Revolution Lighting Technologies, Inc. (the
“Company”) received an additional delisting determination letter
(the “Additional Determination Letter”) from the staff of the
Listing Qualifications Department of the Nasdaq Stock Market
(“Nasdaq”) informing the Company that, since the Company is late in
filing its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2019 (the “First Quarter 10-Q”), Nasdaq will consider the
deficiency as an additional basis for delisting the Company’s
common stock from Nasdaq. Nasdaq Listing Rule 5250(c)(1) (the
“Financial Reporting Rule”) requires listed companies to timely
file all required periodic financial reports with the Securities
Exchange Commission (“SEC”).
As disclosed in the Company’s Form 8-K filed on May 8, 2019, the
Company previously received a delisting determination letter from
Nasdaq, informing the Company that since it has been unable to file
certain prior SEC reports (together with the First Quarter
10-Q, the “Delayed
Reports”), the Company’s common stock is subject to delisting from
Nasdaq. The Company has requested an appeal and is scheduled to
appear before a Nasdaq Hearings Panel (the “Panel”) on June 6,
2019. At the hearing, the Company plans to present its plan to
regain compliance with the Financial Reporting Rule and to present
its views with respect to the additional deficiency related to the
late First Quarter 10-Q.
There can be no assurance that the Panel will grant a stay of the
suspension of trading and delisting while the appeals process is
pending or any exception to the Financial Reporting Rule.
The Company has been unable to timely file the Delayed Reports due
to the previously disclosed, ongoing review by the Company’s Audit
Committee to assess the accuracy of the Company’s previously filed
financial statements. As disclosed in the Company’s Form
8-K filed on May 8,
2019, the Company has determined to restate its consolidated
financial statements as of and for several prior fiscal periods.
The Company intends to continue its efforts to regain compliance
with the Financial Reporting Rule as soon as practicable after the
Audit Committee’s investigation is finished, the restated financial
statements are completed, and where applicable have been audited,
and the required Delayed Reports have been finalized.
As previously disclosed in the Company’s Form 8-K filed on January 4, 2019,
Nasdaq has also notified the Company that it is not in compliance
with Nasdaq Listing Rule 5550(a)(2), which requires the Company to
maintain a minimum bid price of at least $1.00 per share.
On May 23, 2019, the Company issued a press release announcing
its receipt of the Additional Determination Letter. A copy of the
press release is attached as Exhibit 99.1 and is incorporated by