Current Report Filing (8-k)
21 1월 2023 - 7:11AM
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2023-01-19
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2023-01-19
2023-01-19
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2023-01-19
2023-01-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
January 19, 2023
Star Equity Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-35947 |
|
33-0145723 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
53 Forest Ave., Suite
101,
Old Greenwich, CT, 06870
(Address of principal executive offices, including
zip code)
203-489-9500
(Registrant’s telephone number, including
area code)
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 of the registrant under any of the following provisions:
☐ 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, par value $0.0001 per share |
STRR |
NASDAQ Global Market |
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share |
STRRP |
NASDAQ Global market |
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 Standards; Transfer of Listing. |
On January 19, 2023, Star
Equity Holdings, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department
of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for a period of 30 consecutive business days, the closing
bid price of its common stock closed below the minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq
Global Market pursuant to Nasdaq Listing Rule 5450(a)(1).
In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), and as indicated in the Letter, the Company has 180 calendar days, or until July 18, 2023, to regain compliance
with the minimum closing bid price requirement. The Letter further provided that if at any time during this 180-day period, the closing
bid price of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, the Company will have regained
compliance, and Nasdaq will provide the Company written confirmation of compliance with the minimum closing bid price requirement and
close the matter.
If the Company does not regain
compliance by July 18, 2023, the Company may transfer from The Nasdaq Global Market to The Nasdaq Capital Market and may be eligible for
an additional compliance period of 180 days. To qualify for the additional compliance period, the Company will have to: (i) submit a Transfer
Application and related application fees; (ii) meet the continued listing requirement for market value of publicly held shares and all
other initial listing standards of The Nasdaq Capital Market (except for the closing bid price requirement); and (iii) provide written
notice to Nasdaq of its intention to cure the deficiency during the additional 180-day compliance period by effecting a reverse stock
split if necessary. If the Company does not qualify for an additional compliance period, or should the Company determine not to submit
a transfer application or make the required representation, or if Nasdaq concludes that the Company will not be able to cure the deficiency,
Nasdaq will provide written notice to the Company that its common stock will be subject to delisting. Nasdaq rules permit the Company
to appeal any delisting determination by Nasdaq to a Hearings Panel.
The Company will continue
to actively monitor the closing bid price of its common stock and will evaluate available options, including, without limitation, seeking
to effect a reverse stock split, in order to resolve the deficiency and regain compliance with the minimum closing bid price rule. The
Company’s common stock will continue to be listed and traded on The Nasdaq Global Market during the 180-day compliance period, subject
to the Company’s compliance with the other continued listing requirements of The Nasdaq Global Market.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description |
104 |
Cover Page Interactive Data (embedded within the Inline XBRL document). |
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.
|
STAR EQUITY HOLDINGS, INC. |
|
|
|
|
By: |
/s/ Richard K. Coleman, Jr. |
|
|
Richard K. Coleman, Jr.
Chief Executive Officer |
Date: January 20, 2023
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