Current Report Filing (8-k)
March 21 2018 - 5:04PM
Edgar (US Regulatory)
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):
March 16, 2018
JETPAY
CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-35170
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90-0632274
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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7450 Tilghman Street, Allentown, PA 18106
(Address of Principal Executive Offices)
(Zip Code)
(610) 797-9500
(Registrant’s Telephone Number, Including
Area Code)
3939 West Drive, Center Valley,
PA 18034
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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On March 16, 2018, the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) informed JetPay Corporation (the “Company”) that the Company is
not in compliance with Nasdaq Listing Rule 5550(b)(2), as the Company has not maintained a minimum Market Value of Listed Securities
(“MVLS”) of $35 million, based upon Nasdaq’s review of the Company’s MVLS for the last 30 consecutive business
days. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on
the Nasdaq Capital Market under the symbol “JTPY.”
Pursuant to the Nasdaq Listing Rules, the Company has 180 days,
or until September 12, 2018, in which to regain compliance with the MVLS requirement. In order to regain compliance with this requirement,
the Company must evidence a MVLS of at least $35 million for a minimum of ten consecutive business days during such 180-day compliance
period. In its notice letter, the staff of Nasdaq noted that the Company also does not meet the requirements under Listing Rules
5550(b)(1) and 5550(b)(3), which set forth alternative standards for continued listing on the Nasdaq Capital Market based upon
stockholders’ equity or net income from continuing operations, respectively.
If the Company does not regain compliance with Nasdaq Listing
Rule 5550(b)(2) prior to the expiration of the 180-day compliance period, it will receive written notification from Nasdaq
that its securities are subject to delisting. At that time, the Company may appeal such delisting determination to a Hearings Panel.
The Company intends to actively monitor its MVLS, and is
currently evaluating available options to regain compliance with the Nasdaq Listing Rules. There can be no assurance that the Company
will be successful in regaining compliance with the Nasdaq Listing Rules and maintaining its listing of the Company’s common
stock on the Nasdaq Capital Market.
SIGNATURE
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.
Dated: March 21, 2018
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JETPAY CORPORATION
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By:
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/s/ Gregory M. Krzemien
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Name:
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Gregory M. Krzemien
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Title:
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Chief Financial Officer
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