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): February 24, 2017
MEDOVEX CORP.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
|
001-36763
|
|
46-3312262
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
|
|
|
|
3279
Hardee Avenue
Atlanta,
Georgia
|
|
|
|
30341
|
(Address
of principal executive offices)
|
|
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (844) 633-6839
Copies
to:
Harvey
Kesner, Esq.
Arthur
S. Marcus, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New
York, New York 10006
(212)
930-9700
(212)
930-9725 (fax)
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 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.
As
previously disclosed in its current report on Form 8-K filed on
November 3, 2016, on November 1, 2016, Medovex Corp. (the
“Company”) received written notification from the Staff
at Nasdaq stating that a determination was made to grant the
Company an extension to regain compliance with Nasdaq Listing Rule
5550(b) (the “Rule”) after the notice of deficiency of
the terms as described below. In this notice, Nasdaq Staff advised
the Company that it had until February 27, 2017 to evidence
compliance with Nasdaq’s stockholders’ equity
requirement or the Company may be subject to delisting from the
Nasdaq Capital Market (the “Capital
Market”).
As
previously reported in the Company’s Current Report on Form
8-K dated September 2, 2016, the Company disclosed that it had
received written notice from Nasdaq, dated August 30, 2016, stating
the Company no longer complied with the Rule as the Company’s
Form 10-Q for the interim period ended June 30, 2016 disclosed
stockholders’ equity of less than $2,500,000. The Rule
requires that companies listed on the Capital Market maintain a
minimum of $2,500,000 in stockholders’ equity for continued
listing. Nasdaq requested that, on or before October 14, 2016, the
Company provide the Nasdaq Staff with specific plans to achieve and
sustain compliance with the Rule, including a time frame for
completion of the plan. The Company submitted a written response to
Nasdaq on October 14, 2014 and, as stated above, the Nasdaq staff
granted the Company an extension to evidence compliance with the
Rule on or before February 27, 2017.
The
Company subsequently took the following steps to regain
compliance:
As
previously disclosed in a Current Report on Form 8-K dated December
12, 2016, on December 7, 2016, the Company sold all of the assets
related to Streamline Inc., the Company’s wholly owned
subsidiary acquired in March 2015. While the sale ultimately
provided minimal impact to the Company’s stockholder’s
equity, it had the effect of reducing the Company’s future
“burn rate”.
As
disclosed in the Company’s quarterly report for the quarter
ended June 30, 2016, on August 5, 2016, the Company sold an
aggregate of 1,083,333 shares of Common Stock and warrants to
purchase 541,669 shares of Common Stock resulting in gross proceeds
of $1,300,000.
As
disclosed in a Current Report on Form 8-K dated December 6, 2016,
as part of the Modification Agreement dated December 1, 2016, the
Company issued an aggregate of 571,429 shares of Common Stock in
conjunction with the receipt of the second installment of
$1,000,000 per the original agreement dated November 9,
2015.
As
disclosed in a Current Report on Form 8-K dated February 14, 2017,
on February 10, 2016, the Company raised gross proceeds of
$3,022,000 and converted an additional $1,150,000 of a short term
debt obligation into an aggregate of 3,071,634 shares of Common
Stock, 9,399 shares of Series A Preferred Stock and warrants to
purchase 2,005,769 shares of Common Stock.
The
terms of the extension granted by Nasdaq, per the extension notice
received on November 1, 2016, were as follows: on or before
February 27, 2017, the Company must furnish with the Securities and
Exchange Commission and Nasdaq a report on Form 8-K evidencing
compliance with the Rule by disclosing (i) the original deficiency
letter from Staff dated August 30, 2016, (ii) a description of the
completed transactions or events that enabled the Company to
satisfy the stockholders’ equity requirement for continued
listing, (iii) an affirmative statement that, as of the date of the
report the Company believed that it had regained compliance with
the stockholders’ equity requirement based upon the completed
transaction or event and (iv) a disclosure stating that Nasdaq
would continue to monitor the Company’s ongoing compliance
with the stockholders’ equity requirement and, if at the time
of the Company’s next periodic report the Company does not
evidence compliance, that the Company may be subject to delisting.
The Company affirmatively states that as of the date of this
Current Report on Form 8-K, that it has stockholders’ equity
in excess of $2,500,000 based on the culmination of the
aforementioned transactions. The Company also understands that
Nasdaq will continue to monitor the Company’s ongoing
compliance with the stockholders’ equity requirement and, if
at the time of its next periodic report the Company does not
evidence compliance, that it may be subject to
delisting.
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.
|
MEDOVEX
CORPORATION
|
|
|
|
|
|
|
Date: February 24,
2017
|
By:
|
/s/ Jarrett
Gorlin
|
|
|
|
Jarrett
Gorlin
|
|
|
|
Chief
Executive Officer
|
|