Report of Foreign Issuer (6-k)
25 April 2017 - 7:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the Month of April 2017
Commission
File Number 333-206989
Ability
Inc.
(Translation
of registrant’s name into English)
Yad
Harutzim 14
Tel Aviv 6770007, Israel
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
☐ No ☒
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____
ABILITY
INC.
On
April 19, 2017, Ability Inc. (the “Company”) received notification from the Nasdaq Listings Qualifications Department
of the Nasdaq Capital Market (“NASDAQ” ) that as a result of the recent resignation of all of the Company’s
independent directors from the Company’s board of directors (the “Board”), as the Company previously disclosed
on April 10, 2017, the Company is no longer in compliance with NASDAQ Listing Rules 5605(b)(1), 5605(c)(2), 5605(d)(2) and 5605(e)
(collectively, the “Rules”), as the Board is no longer comprised of a majority of independent directors nor does it
have an audit committee, compensation committee or nominating committee.
The
Company has until May 3, 2017, a period shorter than normal, to submit a plan to regain compliance with the Rules (a “Plan”),
and if the Plan is accepted by NASDAQ, then NASDAQ can grant an extension until October 16, 2017 for the Company to regain compliance
with the Rules. In addition, NASDAQ requested that the Company submit a detailed narrative that provides additional information
regarding the events and circumstances that led to the simultaneous resignation of the independent directors and certain corporate
documentation. The Company is actively searching for qualified independent directors to serve on the Board and the applicable
committees thereof. The Company intends to appoint these directors prior to May 3, 2017. The Company believes that these efforts
will bring the Company into compliance with the Rules prior to May 3, 2017. However, if the Company is unable to appoint such
independent directors prior to May 3, 2017, it intends to submit a Plan to NASDAQ. There can be no assurance that the Company
will ultimately be able to regain compliance with the Rules. The NASDAQ notification letter has no immediate effect on the listing
of the Company's ordinary shares on the NASDAQ Capital Market.
SIGNATURE
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.
|
ABILITY
INC.
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|
|
|
Date:
April 24, 2017
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By:
|
/s/
Anatoly Hurgin
|
|
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Anatoly
Hurgin
|
|
|
Chief
Executive Officer
|
3
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