Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On May 22, 2019, Revolution Lighting Technologies, Inc. (the
“Company”) received a letter from the Nasdaq Hearings Panel (the
“Panel”) of The Nasdaq Stock Market (“Nasdaq”) informing the
Company that the Panel has granted the Company’s request to stay
the suspension of the Company’s securities from Nasdaq pending a
final determination from the Panel regarding the Company’s listing
status. A final listing determination will be made after the
Company’s hearing before the Panel, which hearing is scheduled for
June 6, 2019.
As previously disclosed, the Company received a delisting
determination letter from Nasdaq, informing the Company that since
it has been unable to file certain prior Securities Exchange
Commission (“SEC”) reports (the “Delayed Reports”), the Company’s
common stock is subject to delisting from Nasdaq. Nasdaq Listing
Rule 5250(c)(1) requires listed companies to timely file all
required periodic financial reports with the SEC.
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 24, 2019, the Company issued a press release announcing
its temporary stay of delisting from Nasdaq. A copy of the press
release is attached as Exhibit 99.1 and is incorporated by
Except for statements of historical fact, the matters discussed
herein are “forward-looking statements” within the meaning of the
applicable securities laws and regulations. The words “will,”
“may,” “estimates”, “expects,” “intends,” “believes” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Forward-looking statements, including statements
regarding when the Company will file the Delayed Reports and
whether the Company will regain compliance with Nasdaq’s continued
listing requirements, involve risks and uncertainties that may
cause actual results to differ materially from those stated here.
Factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not
limited to, the risk that the Audit Committee investigation or the
restatement will not be timely completed and the other risks
described more fully in the Company’s filings with the SEC.
Forward-looking statements reflect the views of the Company’s
management as of the date hereof. The Company does not undertake to
revise these statements to reflect subsequent developments.
Financial Statements and