UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 2, 2012

RECOVERY ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada
 
333-152571
 
74-3231613
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)

1515 Wynkoop Street, Suite 200
   
Denver, CO
 
80202
(Address of Principal Executive Offices)
 
(Zip Code)
 
303-951-7920
(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))
 
 
 

 

 
Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 2, 2012, the Nasdaq Stock Market notified us that with the resignation of one of our board members to pursue other professional and career obligations we do not currently comply with Nasdaq's audit committee requirement to have a minimum of three independent directors on the audit committee (Listing Rule 5605).  Currently our audit committee consists of two independent directors.  Nasdaq has provided us a cure period in order to regain compliance until the earlier of our next annual meeting of shareholders or June 30, 2012 pursuant to Listing Rule 5605(c)(4).  We are actively seeking one or more new independent board members at least one of whom will be added to our audit committee, and fully anticipate that we will be in compliance with this Nasdaq listing requirement well before expiration of the cure period.


 
 

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
RECOVERY ENERGY, INC.
     
Date:  February 8, 2012
By:  
/s/A. Bradley Gabbard
   
A. Bradley Gabbard
   
Chief Financial Officer