Current Report Filing (8-k)
02 3월 2022 - 6:08AM
Edgar (US Regulatory)
0001770236
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0001770236
2022-02-23
2022-02-23
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iso4217:USD
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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): February 23, 2022
MOVING IMAGE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-40511 |
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85-1836381 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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17760 Newhope Street, Fountain Valley, CA |
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92708 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(714)
751-7998
(Registrant’s Telephone Number, Including Area Code)
(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 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
Symbols |
Name of each exchange on which registered |
Common Stock, $0.00001 par value |
MITQ |
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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 February 23, 2022, Moving iMage Technologies, Inc. (the
“Company”) received a notice from NYSE Regulation stating that the Company was not in compliance with the NYSE American
LLC’s (the “Exchange”) continued listing standards under the timely filing criteria included in Section 1007
of the NYSE American Company Guide (the “Company Guide”) because the Company failed to timely file with the Securities
and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the period ended December 31, 2021
(the “Delayed Form 10-Q”).
In accordance with Section 1007 of the Company Guide, the Company
will have six months from the notification of the filing delinquency, or until August 23, 2022 (the “Initial Cure Period”),
to file the Delayed Form 10-Q with the SEC. If the Company fails to file the Delayed Form 10-Q during the Initial Cure Period,
the Exchange may, in its sole discretion, provide an additional six-month period depending on the Company’s specific circumstances
(the “Additional Cure Period”). If the Exchange determines that an Additional Cure Period is not appropriate, suspension
and delisting procedures will commence in accordance with the procedures set out in Section 1010 of the Company Guide. If the Exchange
determines that an Additional Cure Period of up to six months is appropriate and the Company fails to file the Delayed Form 10-Q
and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Notwithstanding
the foregoing, however, the Exchange may in its sole discretion decide (i) not to afford the Company any Initial Cure Period or Additional
Cure Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate
the Initial Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures if
the Company is subject to delisting pursuant to any other provision of the Company Guide, including if the Exchange believes, in the Exchange's
sole discretion, that continued listing and trading of the Company’s securities on the Exchange is inadvisable or unwarranted in
accordance with Sections 1001-1006 thereof.
During the Initial Cure Period and the Additional Cure Period, if applicable,
the Company’s securities will continue to trade on the Exchange with a late filer (“.LF”) indicator and add the Company
will be listed as a NYSE American noncompliant issuer on its website. The Company can regain compliance with the Exchange’s continued
listing standards at any time during the Initial Cure Period or Additional Cure Period, as applicable, by filing the Delayed Form 10-Q
with the SEC. The Company intends to file the Delayed Form 10-Q as soon as practicable.
| Item 7.01 | Regulation FD Disclosure. |
On March 1, 2022, the Company issued a press release announcing
the foregoing, which is included as Exhibit 99.1 hereto and hereby furnished pursuant to this Item 7.01.
The information disclosed under this Item 7.01, including Exhibit 99.1
attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
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MOVING IMAGE TECHNOLOGIES, INC. |
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Date: March 1, 2022 |
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By: |
/s/ Michael Sherman |
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Name: |
Michael Sherman |
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Title: |
Chief Financial Officer |
Moving iMage Technologies (AMEX:MITQ)
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