SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 16, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
590 Madison Avenue, 21st Floor
New York, New York 10022
(Address of Principal Executive Offices)
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))|
Securities registered pursuant to Section 12(b) of the Act: None.
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.001 per share||WORX||The Nasdaq Capital Market|
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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 16, 2021, the Nasdaq Stock Market notified the Company that it was not in compliance with the Nasdaq’s rules for continued listing because the Company no longer has a three member Audit Committee and no longer has a two member Compensation Committee, all as required by Nasdaq Rule 5605, due to the resignation of Mark D. Shefts from the Board of Directors, effective June 25, 2021.
Under rule 5605(c)(4), the Company has a grace period to secure a third independent Audit Committee member as follows:
|(i)||until the earlier of the next annual shareholder meeting or June 25, 2022; or|
|(ii)||if the next annual shareholder meeting is held before December 22, 2021, then the company must evidence compliance on or before December 22, 2021|
The Company’s board of directors has informally approved the appointment of two new independent directors, subject to satisfactory completion of background checks. Once the Company secures at least one independent director, it will provide appropriate documentation to Nasdaq evidencing compliance with Nasdaq Rule 5605.
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: July 22, 2021
|By:||/s/ Timothy A. Hannibal|
|Name:||Timothy A. Hannibal|
|Title:||Chief Executive Officer|