Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Noncompliance with Nasdaq Listing Rule 5450(b)(1)(C)
On
December 26, 2018, National American University Holdings, Inc.
(“we,” “our,” “us,”
“NAUH,” or the “Company”) received written
notice from The Nasdaq Stock Market (“Nasdaq”) that,
based upon the Company’s market value of publicly held shares
for the last 30 consecutive business days, the Company no longer
meets the requirement to maintain a minimum Market Value of
Publicly Held Shares (“MVPHS”) of $5,000,000.00, as set
forth in Nasdaq Listing Rule 5450(b)(1)(C) (the “MVPHS
Notice”).
In
accordance with Nasdaq Listing Rule 5450(b)(1)(C), the Company has
been provided a period of 180 calendar days, or until June 24,
2019, in which to regain compliance with Nasdaq Listing Rule
5450(b)(1)(C). In order to regain compliance with the MVPHS
requirement, the Company’s MVPHS must be at least
$5,000,000.00 for a minimum of ten consecutive business days during
this 180-day compliance period. In the event that the Company does
not regain compliance within this 180-day period, Nasdaq will
provide notice to the Company that its common stock will be subject
to delisting. In the event of such a notification, the Company may
appeal the Nasdaq Staff’s determination to delist its
securities, but there can be no assurance the Nasdaq Staff would
grant the Company’s request for continued
listing.
The
MVPHS Notice has no immediate impact on the listing of the
Company’s common stock, which will continue to trade on the
Nasdaq Global Market.
Voluntary Delisting from the Nasdaq Global Market
On
December 28, 2018, the Board of Directors of the Company approved
the voluntary delisting by the Company of its common stock from the
Nasdaq Global Market (“NGM”) of Nasdaq, and the
transfer of the listing of its common stock to the OTCQB Market
(the “OTCQB”). The OTCQB is operated by OTC Markets
Group, a centralized electronic quotation service for
over-the-counter securities. The Company notified Nasdaq of its
intention to voluntarily delist its common stock from NGM on
December 31, 2018. The Company intends to file Form 25 with the
Securities and Exchange Commission (the “SEC”) on or
about January 10, 2019 to effect the voluntary delisting of its
common stock from NGM. The delisting of the Company’s common
stock will become effective ten days thereafter and the Company
anticipates that its common stock will begin trading on the OTCQB
under its current trading symbol “NAUH.” The Company
expects to remain a reporting company under the Securities Exchange
Act of 1934 (the “Exchange Act”), as amended,
immediately following the voluntary withdrawal from
NGM.
Concurrently
with the approval of the voluntary delisting and delivery of the
notification to Nasdaq, the Company issued a press release
regarding its intent to transfer of the listing of its common stock
from NGM to OTCQB. Copies of the press release are attached hereto
as Exhibit 99.1 and incorporated herein by reference.
As
previously disclosed on Form 8-K filed with the SEC on October 3,
2018, on September 28, 2018, the Company received a written notice
from Nasdaq that the closing bid price for its common stock had
been below $1.00 for the previous 30 consecutive business days, and
that the Company therefore is not in compliance with the minimum
bid price requirement for continued inclusion on NGM under Nasdaq
Listing Rule 5450(a)(1). The notice stated that the Company has
been provided a period of 180 calendar days, or until March 27,
2019, to regain compliance. In order to regain compliance with the
minimum closing bid price rule, the closing bid price of the
Company’s common stock must be at least $1.00 or higher for a
minimum of ten consecutive business days during the compliance
period.
The
Company’s Board of Directors approved the voluntary
withdrawal of the Company’s common stock from listing on NGM
as a result of numerous factors, including its assessment of the
probability of the Company’s regaining compliance with Nasdaq
Listing Rules 5450(a)(1) and 5450(b)(1)(C), the common
stock’s current trading volume and price, and the costs of
maintaining eligibility to list the Company’s common stock on
NGM.