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): November 9, 2016

 

 

Prism Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

0-26083

(Commission

File Number)

94-3220749

(I.R.S. Employer

Identification No.)

     
 

101 Parkshore Dr., Suite 100

Folsom, California 95630

 

(Address of principal executive offices including zip code)

 
     
 

(916) 932-2860

(Registrant’s telephone number,

including area code)

 

 

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 Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 
 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 9, 2016, the Company was notified by Nasdaq that, due to the passing of Mr. Thomas Orr, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605. However, consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq has provided the Company a cure period in order to regain compliance as follows:

 

• until the earlier of the Company’s next annual shareholders’ meeting or October 27, 2017; or

• if the next annual shareholders’ meeting is held before April 25, 2017, then the Company must evidence compliance no later than April 25, 2017.

 

In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a hearings panel.

 

The Company intends to search for a director that qualifies as independent under Nasdaq rules. There can be no assurance, however, that the Company will be able to regain compliance with Nasdaq’s independent director and audit committee requirements or will be in compliance with other NASDAQ listing criteria.

 

 

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.

 

 

PRISM TECHNOLOGIES GROUP, INC.

 

 

 

 

 

 

 

 

 

Date: November 9, 2016

By: 

/s/  L. Eric Loewe

 

 

 

Name: L. Eric Loewe

 

 

 

Title: Senior Vice President, General Counsel and Secretary

 

 

 

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