Current Report Filing (8-k)
October 26 2018 - 5:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 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):
October 26, 2018 (October 24, 2018)
On Track Innovations
Ltd.
(Exact Name of Registrant
as Specified in Its Charter)
Israel
(State or Other Jurisdiction
of Incorporation)
000-49877
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N/A
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(Commission File Number)
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(IRS Employer Identification No.)
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Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel
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12000
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(Address of Principal Executive Offices)
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(Zip Code)
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011 972 4 6868000
(Registrant’s
Telephone Number, Including Area Code)
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:
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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 or Rule
12b-2 of the Securities Exchange Act of 1934.
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
October 24, 2018, On Track Innovations Ltd., or the Company, received a written notice from the Nasdaq Stock Market LLC, or Nasdaq,
indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price
for its ordinary shares was below $1.00 per share for the last 30 consecutive business days.
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180-calendar day compliance period, or until April 22, 2019,
to regain compliance with the minimum bid price requirement. During the compliance period, the Company’s ordinary shares
will continue to be listed and traded on the Nasdaq Stock Market. To regain compliance, the closing bid price of the Company’s
ordinary shares must meet or exceed $1.00 per share for at least 10 consecutive business days during the 180-calendar day compliance
period.
If
the Company is not in compliance by April 22, 2019, the Company may be afforded a second 180-calendar day compliance period. To
qualify for this additional time, the Company will be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for Nasdaq with the exception of the minimum bid price requirement.
If
the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by
Nasdaq, Nasdaq will provide notice that the Company’s ordinary shares will be subject to delisting.
The
Company intends to monitor the closing bid price of its ordinary shares and will consider available options to resolve the Company’s
noncompliance with the minimum bid price requirement as may be necessary. There can be no assurance that the Company will be able
to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.
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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On Track Innovations Ltd.
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Date: October 26, 2018
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By:
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/s/ Shlomi Cohen
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Name:
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Shlomi Cohen
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Title:
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Chief Executive Officer
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