Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On January 8, 2019, the Nasdaq Stock Market notified the Company that it was not
in compliance with the Nasdaq's rules for continued listing because the Company
did not hold its annual stockholder's meeting within one year of its fiscal year
end, as required by Nasdaq Rule 5620(a).
On January 7, 2019, the Company filed a revised preliminary proxy statement with
respect to the Special Meeting in lieu of Annual Meeting of stockholders, which
the company intends to hold on or about January 30, 2019, as contemplated by the
Company's Nasdaq compliance plan.
In response to the Nasdaq notification, the Company intends to make a written
submission to the Nasdaq Hearings Panel (i) to confirm its intention to hold its
Special Meeting in lieu of Annual Meeting on or about January 30, 2019, as
contemplated by the Company's Nasdaq compliance plan, and (ii) to request that
the Hearings Panel grant the Company an exception to the Rule 5620(a) Annual
Meeting requirement until no later than February 15, 2019 (10 days prior to the
date by which the Company is required to meet the conditions for continued
listing previously established by the Nasdaq Hearings Panel).
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