Current Report Filing (8-k)
November 25 2016 - 4:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 25, 2016 (November 21, 2016)
Inventergy Global, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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000-26399
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62-1482176
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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900 E. Hamilton Avenue #180
Campbell, CA
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95008
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(408) 389-3510
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
Entry into a Material Definitive Agreement.
On November 21, 2016,
Inventergy Global, Inc. (the “Company”), Inventergy Inc., a wholly-owned subsidiary of the Company, and certain affiliates
of Fortress Investment Group, LLC entered into a seventh amendment (the “Amendment”) to the Amended and Restated Revenue
Sharing and Note Purchase Agreement, which was originally entered into by the parties on October 1, 2014. The Amendment: (i) defers
the Company’s monthly amortization payments until December 5, 2016 and (ii) waives the Company’s obligation to maintain
a $1 million minimum cash balance until December 5, 2016.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment,
which the Company intends to file as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31,
2016.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set
forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 21,
2016, the Company received notice from The NASDAQ Stock Market (“Nasdaq”) indicating that, because the closing bid
price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer
complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of the
Nasdaq Listing Rules.
Nasdaq’s
notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. Pursuant
to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until
May 22, 2017, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price
of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to
May 22, 2017.
The Company’s
management intends to resolve the situation to allow for continued listing on the Nasdaq Capital Market.
If the Company
does not regain compliance by May 22, 2017, the Company may be eligible for an additional grace period. To qualify,
the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written
notice of its intention to cure the minimum bid price deficiency during the second compliance period. If the Company
meets these requirements, the Nasdaq staff will grant an additional 180 calendar days for the Company to regain compliance with
the minimum bid price requirement. If the Nasdaq staff determines that the Company will not be able to cure the deficiency, or
if the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that the Company’s
common stock will be subject to delisting. The Company would have the right to appeal a determination to delist its
common stock, and the common stock would remain listed on the Nasdaq Capital Market until the completion of the appeal process.
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.
Dated: November 25, 2016
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INVENTERGY GLOBAL, INC.
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By:
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/s/ Joseph W. Beyers
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Name: Joseph W. Beyers
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Title: Chief Executive Officer
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