Current Report Filing (8-k)
December 11 2017 - 4:56PM
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):
December 5, 2017
JRjr33, INC.
(Exact name of registrant as specified in
its charter)
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Florida
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Commission
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98-0534701
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(State or other jurisdiction
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File No.:
001-36755
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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2950 North Harwood Street, 22nd Floor,
Dallas, Texas 75201
(Address of principal executive offices
and zip code)
(469) 913-4115
(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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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 (§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.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On December 5, 2017, JRJR33, Inc. (the “Company”)
received notification (the “Notification Letter”) from the NYSE American LLC that it was not in compliance with certain
NYSE MKT continued listing standards relating to its low selling price. Specifically, the Notification Letter stated that the Company’s
securities have been selling for a low per share price for a substantial period of time and pursuant to Section 1003(f)(v) of the
NYSE American Company Guide, the Company’s continued listing is predicated on it effecting a reverse stock split of its common
stock or otherwise demonstrating a sustained price improvements within a reasonable period of time, which the NYSE American LLC
determined to be no later than June 5, 2018.
The Company’s common stock will continue to be listed
on the NYSE MKT while it attempts to regain compliance with the listing standards noted, subject to the Company’s compliance
with other continued listing requirements. The Company’s common stock will continue to trade under the symbol “JRJR,”
but will have an added designation of “.BC” to indicate that the Company is not in compliance with the NYSE MKT’s
listing standards. The NYSE MKT notification from the NYSE American LLC does not affect the Company’s business operations
or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material
agreements.
The Company issued a press release on December 11, 2017, announcing
that it had received the Notification Letter. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
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, thereunto duly authorized.
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JRjr33, Inc.
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Date: December
11, 2017
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By:
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/s/ John P. Rochon
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John P. Rochon
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Chief Executive Officer and President
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EXHIBIT INDEX
Item 9.01 Financial Statements and Exhibits.
JRjr33 (CE) (USOTC:JRJRQ)
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