Current Report Filing (8-k)
August 22 2019 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 22, 2019 (August 16, 2019)
AAC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
Nevada
|
|
001-36643
|
|
35-2496142
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
200 Powell Place
Brentwood, Tennessee
(Address of Principal Executive Offices)
|
|
37027
(Zip Code)
|
(615) 732-1231
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock, $0.001 par value per share
|
|
AAC
|
|
New York Stock Exchange
|
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. ☒
Item 3.01.
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On August 16, 2019, AAC Holdings, Inc. (the Company) received a written notice (the
Notice) from the New York Stock Exchange (the NYSE) indicating that the Company is not in compliance with the NYSEs continued listing requirements in Section 802.01E (SEC Annual and Quarterly Report Timely Filing
Criteria) of the NYSE Listed Company Manual (the NYSE Manual) as a result of the Companys delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2019 (the
Q2 2019 Form 10-Q) with the United States Securities and Exchange Commission (the SEC).
The Company is diligently working to finalize its Q2 2019 Form 10-Q and expects to do so shortly, although no assurances as to timing may be
made. The Company issued a press release on August 22, 2019, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this Report).
The NYSE informed the Company that it will monitor the status of the Companys Q2 2019 Form 10-Q and related public disclosures for up to
a six (6) month period from its due date. If the Company does not file its Q2 2019 Form 10-Q with the SEC within six (6) months of its due date (the Extension Period), the NYSE may, in its sole discretion, allow the
Companys common stock to trade for up to an additional six (6) months (the Additional Extension Period) depending upon the Companys specific circumstances. The Notice also states that the NYSE may commence delisting
proceedings at any time during the Extension Period or the Additional Extension period, if applicable, if the circumstances warrant.
Item 7.01
|
Regulation FD Disclosure.
|
The information disclosed under Item 3.01 of this Report is incorporated by reference into this Item 7.01.
Item 9.01
|
Exhibits and Financial Statements.
|
Forward Looking Statements
This Report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are made only as of the
date of this Report. In some cases, you can identify forward-looking statements by terms such as anticipates, believes, could, estimates, expects, may, potential,
predicts, projects, should, will, would, and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words.
Forward-looking statements may include information concerning the Companys possible or assumed future results of operations, including descriptions of the Companys revenue, profitability, outlook and overall business strategy. These
statements involve known and unknown risks, uncertainties and other factors that may cause the Companys actual results and performance to be materially different from the information contained in the forward-looking statements. These risks,
uncertainties and other factors include, without limitation: (i) the Companys inability to effectively operate its facilities; (ii) the Companys reliance on its sales and marketing program to continuously attract and enroll
clients; (iii) a reduction in reimbursement rates by certain third-party payors for inpatient and outpatient services and point-of-care and definitive lab testing;
(iv) the Companys failure to successfully achieve growth or projected financial results related to acquisitions and de novo projects; (v) risks associated with estimates of the value of the Companys accounts receivable or
deterioration in the collectability of accounts receivable; (vi) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of an acquisition; (vii) a disruption in the Companys
ability to perform diagnostic laboratory services; (viii) maintaining compliance with applicable regulatory authorities, licensure and permits to operate the Companys facilities and laboratories; (ix) a disruption in the
Companys business and reputational and economic risks associated with civil claims by various parties; (x) inability to meet the covenants in the Companys loan documents or lack of borrowing capacity, including the Companys
inability to enter into forbearance agreements and amendments with its lenders with respect to certain events of default; (xi) the Companys inability to successfully raise capital in order to meet its liquidity needs; (xii) inability
to effectively integrate acquired facilities; and (xiii) general economic conditions, as well as other risks discussed in the Risk Factors section of the Companys most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. As a result of these factors, we cannot assure that the forward-looking statements in this Report will
prove to be accurate. Investors should not place undue reliance upon forward-looking statements.
SIGNATURES
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.
|
|
|
AAC HOLDINGS, INC.
|
|
|
By:
|
|
/s/ Andrew W. McWilliams
|
|
|
Andrew W. McWilliams
|
|
|
Chief Financial Officer
|
Date: August 22, 2019
Ares Acquisition (NYSE:AAC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ares Acquisition (NYSE:AAC)
Historical Stock Chart
From Apr 2023 to Apr 2024