SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported) February 4, 2013
(Exact name of registrant as specified in
(State or Other Jurisdiction of Incorporation)
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(IRS Employer Identification No.)|
11000 North Mo-Pac Expressway
|(Address of principal executive offices)
Registrant’s telephone number, including area code (512)
(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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 January 29, 2013,
the registrant received a letter (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) notifying
the registrant that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing
on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of
at least $2.5 million. Since the registrant’s Form 10-K for the year ended October 31, 2012, filed with the Securities and
Exchange Commission on January 25, 2013, reported that as of October 31, 2012 its stockholders’ equity was $1,997,000, and
as of January 28, 2013 the registrant does not meet the alternatives of market value of listed securities or net income from continuing
operations, the registrant no longer complies with the Nasdaq Listing Rules.
The Notice does not
result in the immediate delisting of the registrant’s common stock from the Nasdaq Capital Market. Rather, under the Nasdaq
Listing Rules, the registrant has 45 calendar days from the date of the Notice to submit to Nasdaq a plan to regain compliance.
If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for the registrant
to evidence compliance.
If the registrant submits
a plan, Nasdaq will determine whether to accept the plan, considering such criteria as the likelihood that the plan will result
in compliance with Nasdaq’s continued listing criteria, the registrant’s past compliance history, the reasons for the
registrant’s current non-compliance, other corporate events that may occur within the review period, the registrant’s
overall financial condition and the registrant’s public disclosures. If Nasdaq does not accept the plan, the registrant will
have the opportunity to appeal that decision to a Hearings Panel.
The registrant is presently
evaluating various courses of action to regain compliance and intends to submit a plan to Nasdaq to regain compliance with the
Nasdaq Listing Rules. However, there can be no assurance that the registrant will be able to regain compliance with Nasdaq Listing
Rule 5550(b)(1) or the other compliance alternatives under Nasdaq Listing Rule 5550(b).
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.
|Date: February 4, 2013
||CROSSROADS SYSTEMS, INC.
||/s/ Jennifer Crane
||Chief Financial Officer