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
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December 31, 2019
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems, Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn Blvd.Minneapolis, Minnesota
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55445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(763) 392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report.)
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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):
☐
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))
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common Stock, par value $0.01 per share
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ISIG
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The Nasdaq Stock Market LLC
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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
December 31, 2019, we received a letter from the Nasdaq Stock
Market (“Nasdaq”) stating that the closing bid price of
our company’s common stock was below the minimum bid price of
$1.00 per share required by Listing Rule 5550(a)(2) (the
“Minimum Bid Price Requirement”) for at least 30
consecutive business days. In accordance with Listing Rule
5810(c)(3)(A), our company has a compliance period of 180 days, or
until June 29, 2020, to regain compliance with the Minimum Bid
Price Requirement. In order to regain compliance, our common stock
must maintain a consolidated bid price of $1.00 or greater for a
minimum of ten consecutive business days during the compliance
period.
If
compliance with the Minimum Bid Price Requirement cannot be
demonstrated by June 29, 2020, then our company may be
eligible for a second 180-day period to regain compliance. To be
eligible, our company will be required to meet continued listing
requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market (except the
Minimum Bid Price Requirement) and we will need to provide Nasdaq
with written notice of its intention to cure the deficiency during
the second compliance period, which may take the form of a reverse
stock split. If we do not regain compliance with the Minimum Bid
Price Requirement prior to June 29, 2020 and are not eligible
for the second compliance period, or if it appears to the Nasdaq
staff that our company will not be able to regain compliance, then
our common stock will be subject to delisting. At such time, we may
have an opportunity to appeal Nasdaq’s delisting
determination.
The
notice from Nasdaq has no immediate effect on the trading of our
common stock and our common stock is expected to remain listed on
The Nasdaq during the compliance period(s).
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INSIGNIA SYSTEMS, INC.
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Date: January 6, 2020
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By
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/s/ Kristine A. Glancy
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Kristine A.Glancy
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President
and Chief Executive Officer
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