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 17, 2017

SPANISH BROADCASTING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

(305) 441-6901

(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):

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

As announced on January 28, 2016, Spanish Broadcasting System, Inc. (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market (“NASDAQ”), advising us that the market value of our Class A common stock for the previous 30 consecutive business days had been below the minimum $15,000,000 (“Market Value of Publicly Held Shares Requirement”) required for continued listing on the NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(b)(3)(C) (the “Rule”).

The Notice also stated that pursuant to NASDAQ Listing Rule 5810(c)(3)(D), the Company would be provided an initial grace period of 180 calendar days, or until July 26, 2016, to regain compliance with the Rule. The Company did not regain compliance with the Rule by July 26, 2016.  Accordingly, on July 27, 2016, the Company received written notification from NASDAQ (the “Staff Determination”) that unless the Company requested a hearing before the NASDAQ Hearings Panel the Company’s common stock would be delisted.  

The Company requested a hearing before the NASDAQ Hearings Panel to appeal the Staff Determination, which occurred on September 8, 2016.  On September 17, 2016, the Company received written notification from NASDAQ, dated September 12, 2016, granting the Company’s request to continue the listing of its shares on the NASDAQ Global Market until January 23, 2017.  NASDAQ required that, during this exception period, the Company provide prompt notification of any significant events that occurred during this time which called into question the Company’s ability to demonstrate compliance with the Rule.  

In January 2017, we determined that we were not likely to regain compliance with the Rule by January 23, 2017, and notified NASDAQ of our determination on January 13, 2017.  On January 17, 2017, we received notice from NASDAQ that the Class A Common Stock would be suspended from trading as of the opening of business on January 19, 2017, pending ultimate delisting.  In connection with our potential delisting, we applied to have our Class A Common Stock qualified to trade on the OTCQX® Best Market. As a result, trading in our Class A Common Stock on NASDAQ will be suspended on January 19, 2017, and trading in our Class A Common Stock on the OTCQX® Best Market is expected to begin on the same day.  Our Class A Common Stock will trade on the OTC under the stock ticker “SBSA”.

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.