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): January 10, 2017 (January 4, 2017)

 

EASTERLY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware 001-37522 47-3864814
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

375 Park Avenue, 21st Floor  
New York, New York 10152
(Address of principal executive offices) (Zip Code)

  

(646) 712-8300

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

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

 

On January 4, 2017, Easterly Acquisition Corp., a Delaware corporation (the “Company”), received a letter (the “Notification Letter”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“NASDAQ”) notifying the Company that the Company no longer complies with NASDAQ Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2015. As a result, as of January 4, 2017, the Company had 45 calendar days to submit a plan to regain compliance. If NASDAQ accepts the Company’s plan, NASDAQ can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2017, to regain compliance.

 

The Notification Letter does not impact the Company’s listing on the NASDAQ Capital Market at this time and the Company’s common stock, units and warrants will continue to trade of the NASDAQ Capital Market under the symbols “EACQ”, “EACQU” and “EACQW”, respectively. The Notification Letter also does not impact the Company’s obligation to file periodic reports and other reports with the Securities and Exchange Commission under applicable federal securities laws.

 

The Company intends to submit to NASDAQ, within the requisite time, a plan to regain compliance. If NASDAQ does not accept the Company’s plan, the Company will have the opportunity to appeal NASDAQ’s decision to a NASDAQ Listing Qualifications Panel. If the Company timely appeals, the Company’s securities would remain listed pending such NASDAQ Listing Qualifications Panel’s decision. There can be no assurance that, if the Company does appeal, such appeal would be successful.

 

 

 

 

SIGNATURE

 

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.

 

  Easterly Acquisition Corp.  
       
Date: January 10, 2017 By: /s/ Avshalom Kalichstein  
  Name: Avshalom Kalichstein  
  Title: Chief Executive Officer