Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On July 3, 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 (the
“Nasdaq Staff”) informing the Company that, since the Company has
not regained compliance with the minimum $1.00 bid price
requirement as set forth in Nasdaq Listing Rule 5550(a)(2) (the
“Bid Price Rule”) within 180 days, the Nasdaq Hearings Panel (the
“Panel”) that the Company appeared before on June 6, 2019 will
consider the deficiency as an additional basis for delisting the
Company’s common stock from Nasdaq. The Bid Price Rule requires
listed companies to maintain a minimum bid price of at least $1.00
per share.
As previously disclosed, the Company received several delisting
determination letters from the Nasdaq Staff informing the Company
that, since it has been unable to file certain prior Securities and
Exchange Commission (“SEC”) reports (the “Delayed Reports”), the
Company’s common stock is subject to delisting 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 SEC.
The Company appeared before the Panel on June 6, 2019 and
presented its plan to regain compliance with the Financial
Reporting Rule and the Bid Price Rule (together, the “Nasdaq
Listing Requirements”). On several occasions since the June 6,
2019 hearing, the Company submitted additional updates to the Panel
informing the Panel of additional developments and supplemental
plans to regain compliance with the Nasdaq Listing
Requirements.
On July 9, 2019, the Company received an extension letter (the
“Extension Letter”) from the Panel informing the Company that the
Panel has granted the Company’s request to continue listing on The
Nasdaq Capital Market, subject to the Company providing written
periodic updates to Nasdaq regarding the status of the Company’s
audit and remediation processes, and becoming current in its
filings with the SEC on or before October 29, 2019. In
addition, the Company must be able to demonstrate compliance with
all requirements for continued listing on Nasdaq. The Extension
Letter stays any action in connection with the Additional
Determination Letter, unless and until the Panel determines whether
it wishes to modify the terms of its Extension Letter based on the
Bid Price Rule deficiency.
On July 10, 2019, the Company issued a press release
announcing its receipt of the Additional Determination Letter and
the Extension Letter. A copy of the press release is attached as
Exhibit 99.1 and is incorporated by reference.