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EX-99.1 - EX-99.1 - ConvergeOne Holdings, Inc. | d587193dex991.htm |
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): June 19, 2018
ConvergeOne Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38053 | 81-4619427 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
3344 Highway 149 Eagan, MN |
55121 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (888) 321-6227
Not Applicable
(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 obligations 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. | Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On February 22, 2018, C1 Investment Corp., a private company incorporated in Delaware, and Forum Merger Corporation (Forum), a publicly-traded blank check company, consummated the transactions contemplated by the Agreement and Plan of Merger (the Transactions), following the approval at the special meeting of the stockholders of Forum held on February 20, 2018 (the Special Meeting). In connection with the closing of the Transactions, the registrant changed its name from Forum Merger Corporation to ConvergeOne Holdings, Inc. (ConvergeOne), and, as of the open of trading on February 23, 2018, the common stock and warrants (the Warrants) of ConvergeOne began trading on The Nasdaq Capital Market (Nasdaq) as CVON and CVONW, respectively.
Following the closing of the Transactions, ConvergeOne submitted to the Nasdaq Listing Qualifications Department data regarding round lot holders of its common stock and the Warrants. Based on Nasdaqs review of such data, it has concluded that the Warrants do not meet the minimum 400 round lot holder requirements for listing as set forth in Nasdaq Listing Rule 5515(a)(4). As such, on June 19, 2018, Nasdaq issued a delisting notice with respect to the Warrants. ConvergeOne will not appeal Nasdaqs delisting determination, and Nasdaq will suspend and then delist the Warrants at the opening of business on June 28, 2018.
The delisting of the Warrants will not affect the continued listing of ConvergeOnes common stock on The Nasdaq Global Market.
On June 20, 2018, ConvergeOne issued a press release announcing the delisting of its warrants, which is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description of Document | |
99.1 | Press Release, dated June 20, 2018, titled ConvergeOne Holdings, Inc. Announces Delisting of its Warrants from The Nasdaq Capital Market |
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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.
ConvergeOne Holdings, Inc. | ||||||
Dated: June 20, 2018 | ||||||
By: | /s/ JEFFREY NACHBOR | |||||
Jeffrey Nachbor | ||||||
Chief Financial Officer |
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