Attached files
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| EX-99.1 - PRESS RELEASE - National American University Holdings, Inc. | nauh_ex991.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): December 26,
2018
National American University Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34751
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83-0479936
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5301 Mt. Rushmore Road
Rapid City, SD
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55701
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(Address of principal executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(605)
721-5220
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))
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.
Noncompliance with Nasdaq Listing Rule 5450(b)(1)(C)
On
December 26, 2018, National American University Holdings, Inc.
(“we,” “our,” “us,”
“NAUH,” or the “Company”) received written
notice from The Nasdaq Stock Market (“Nasdaq”) that,
based upon the Company’s market value of publicly held shares
for the last 30 consecutive business days, the Company no longer
meets the requirement to maintain a minimum Market Value of
Publicly Held Shares (“MVPHS”) of $5,000,000.00, as set
forth in Nasdaq Listing Rule 5450(b)(1)(C) (the “MVPHS
Notice”).
In
accordance with Nasdaq Listing Rule 5450(b)(1)(C), the Company has
been provided a period of 180 calendar days, or until June 24,
2019, in which to regain compliance with Nasdaq Listing Rule
5450(b)(1)(C). In order to regain compliance with the MVPHS
requirement, the Company’s MVPHS must be at least
$5,000,000.00 for a minimum of ten consecutive business days during
this 180-day compliance period. In the event that the Company does
not regain compliance within this 180-day period, Nasdaq will
provide notice to the Company that its common stock will be subject
to delisting. In the event of such a notification, the Company may
appeal the Nasdaq Staff’s determination to delist its
securities, but there can be no assurance the Nasdaq Staff would
grant the Company’s request for continued
listing.
The
MVPHS Notice has no immediate impact on the listing of the
Company’s common stock, which will continue to trade on the
Nasdaq Global Market.
Voluntary Delisting from the Nasdaq Global Market
On
December 28, 2018, the Board of Directors of the Company approved
the voluntary delisting by the Company of its common stock from the
Nasdaq Global Market (“NGM”) of Nasdaq, and the
transfer of the listing of its common stock to the OTCQB Market
(the “OTCQB”). The OTCQB is operated by OTC Markets
Group, a centralized electronic quotation service for
over-the-counter securities. The Company notified Nasdaq of its
intention to voluntarily delist its common stock from NGM on
December 31, 2018. The Company intends to file Form 25 with the
Securities and Exchange Commission (the “SEC”) on or
about January 10, 2019 to effect the voluntary delisting of its
common stock from NGM. The delisting of the Company’s common
stock will become effective ten days thereafter and the Company
anticipates that its common stock will begin trading on the OTCQB
under its current trading symbol “NAUH.” The Company
expects to remain a reporting company under the Securities Exchange
Act of 1934 (the “Exchange Act”), as amended,
immediately following the voluntary withdrawal from
NGM.
Concurrently
with the approval of the voluntary delisting and delivery of the
notification to Nasdaq, the Company issued a press release
regarding its intent to transfer of the listing of its common stock
from NGM to OTCQB. Copies of the press release are attached hereto
as Exhibit 99.1 and incorporated herein by reference.
As
previously disclosed on Form 8-K filed with the SEC on October 3,
2018, on September 28, 2018, the Company received a written notice
from Nasdaq that the closing bid price for its common stock had
been below $1.00 for the previous 30 consecutive business days, and
that the Company therefore is not in compliance with the minimum
bid price requirement for continued inclusion on NGM under Nasdaq
Listing Rule 5450(a)(1). The notice stated that the Company has
been provided a period of 180 calendar days, or until March 27,
2019, to regain compliance. In order to regain compliance with the
minimum closing bid price rule, the closing bid price of the
Company’s common stock must be at least $1.00 or higher for a
minimum of ten consecutive business days during the compliance
period.
The
Company’s Board of Directors approved the voluntary
withdrawal of the Company’s common stock from listing on NGM
as a result of numerous factors, including its assessment of the
probability of the Company’s regaining compliance with Nasdaq
Listing Rules 5450(a)(1) and 5450(b)(1)(C), the common
stock’s current trading volume and price, and the costs of
maintaining eligibility to list the Company’s common stock on
NGM.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
Press Release dated December 31, 2018 regarding
transfer of listing from Nasdaq Capital Market to
OTCQBand deregistration under
the Exchange Act.
CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT
FUTURE RESULTS
This
current report on Form 8-K and the press release incorporated
herein by reference contains or may contain forward-looking
statements concerning the Company’s status as a listed
company on Nasdaq and reporting company under the Exchange Act and
the rules and regulations promulgated thereunder. Although the
Company believes that the expectations reflected in such
forward-looking statements are based on reasonable assumptions,
readers are cautioned that no assurance can be given that such
expectations will prove correct and that actual results may differ
materially from those conveyed in such forward-looking statements.
Factors that could cause actual results to differ materially from
the expectations reflected in the forward-looking statements in
this press release include, but are not limited to, actions taken
by Nasdaq and the Hearing Panel in response to the Company’s
written notifications regarding our intention not to pursue a means
to regain compliance with the share price requirement, including
the anticipated suspension of trading in the Company’s
securities and expected filing of the Form 25, actions taken by
holders of our common stock in response to this announcement and
the anticipated filing of the Form 25, the willingness of market
makers to trade the Company’s common stock on the OTCQB and
actions taken by the SEC in response to the anticipated filing of
the Form 25, as well as those factors described in the
Company’s filings with the SEC, press releases and other
communications.
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.
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Date: December 31, 2018
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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
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By:
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/s/ Ronald L.
Shape
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Name:
Title:
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Ronald L. Shape, Ed. D.
Chief Executive Officer
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