Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
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 Companys 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 Companys 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 Companys request to continue listing on The Nasdaq Capital Market, subject to the Company providing written periodic updates to Nasdaq regarding the status of the Companys 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.