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):  July 15, 2010


PET DRX CORPORATION
(Exact Name of Registrant as Specified in its Charter)


Delaware
000-51596
56-2517815
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)


215 Centerview Drive, Suite 360
Brentwood, Tennessee 37027
(Address of Principal Executive Offices, Zip Code)

(615) 369-1914
(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:

[  ]   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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Item 3.01                      Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
As previously disclosed, on July 31, 2009, Pet DRx Corporation (the “ Company ”) received a Nasdaq Stock Market (“ Nasdaq ”) staff deficiency letter confirming that the Company was not in compliance with Nasdaq Marketplace Rule 5605(c)(2)(A) due to the resignation of Mr. Gary Brukardt.  This rule provides that the audit committee of a Nasdaq listed company have at least three members, each of whom is independent and meets certain other specified criteria.  Nasdaq provided the Company with a “cure period” until the earlier of the Company’s next annual shareholders meeting or July 28, 2010 to comply with the rule.
 
On July 1, 2010, Richard Martin, an independent member of the Company’s audit committee, resigned.  On July 15, 2010, the Company received an additional deficiency letter from Nasdaq stating that the Company was not entitled to an additional cure period due to the resignation of a second independent member of its audit committee.  The Company currently is evaluating its alternatives.
 


 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 


July 20, 2010                                                                           PET DRX CORPORATION.


By:              /s/ Tomas W. Fuller
Name:         Tomas W. Fuller
Title:           Chief Financial Officer
 

 
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