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): October 21, 2008
VERICHIP CORPORATION
(Exact name of
registrant as specified in its charter)
|
|
|
|
|
|
|
DELAWARE
|
|
001-33297
|
|
06-1637809
|
|
(State or other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
1690 SOUTH CONGRESS AVENUE, SUITE 200
DELRAY BEACH,
FLORIDA
|
|
33445
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code:
561-805-8008
|
|
|
|
|
(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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard.
On October 21, 2008, VeriChip Corporation, a Delaware
corporation (the “Company”), received a letter from the Nasdaq Stock Market (the “Nasdaq”)
indicating that the Company is not in compliance with the Nasdaq’s requirements for continued listing because,
for the 30 consecutive business days prior to October 16, 2008, the bid price of the Company’s common stock
closed below the minimum $1.00 per share price requirement for continued listing under Nasdaq Marketplace
Rule 4450(a) (the “Rule”) and, the Company’s common stock had not maintained a minimum market
value of publicly held shares (“MVPHS”) of $5,000,000 as required for continued inclusion by the Rule.
Given the current market
conditions, Nasdaq has determined to suspend enforcement of the bid price and market value of publicly held shares
requirements through Friday, January 16, 2009. These rules will be reinstated on Monday, January 19, 2009 and
the first relevant trade date will be Tuesday, January 20, 2009. Following the reinstatement of these rules, and
in accordance with Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days from Tuesday
January 20, 2009, or until July 20, 2009, to regain
compliance with the bid price requirement, if it has not already
regained compliance prior to January 20, 2009. Following the
reinstatement of these rules, and in accordance with Marketplace Rule 4450(e)(1), the Company will be provided 90
calendar days, or until April 20, 2009, to regain compliance with the market value requirements, if it has not already
regained compliance prior to January 20, 2009.
If, at anytime before July 20, 2009, including during
the suspension period, the bid price of the Company’s common stock closes at $1.00 per share or more for a
minimum of ten (10) consecutive business days, the Nasdaq staff will provide written notification that the Company
has achieved compliance with the Rule. However, if the Company does not regain compliance with the Rule by
July 20, 2009, the Nasdaq staff will provide written notification that the Company’s securities will be
delisted. At that time, the Company may appeal the Nasdaq staff’s determination to delist its securities to a
Listing Qualifications Panel.
If, at anytime before April 20, 2009, the MVPHS of the
Company’s common stock is $5,000,000 or greater for a minimum of ten (10) consecutive trading days, the
Nasdaq staff will provide written notification that the Company complies with the Rule. If compliance with the Rule
cannot be demonstrated by April 20, 2009, the Nasdaq staff will provide written notification that the
Company’s securities will be delisted. At that time, the Company may appeal Nasdaq staff’s determination to
a Listing Qualifications Panel.
A copy of the press release announcing receipt of the
Nasdaq correspondence is included as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press Release of VeriChip Corporation
dated October 24, 2008
|
2
2