Current Report Filing (8-k)
12 January 2019 - 8:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
January 8, 2019
DIGIRAD CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35947
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33-0145723
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1048
Industrial Court, Suwanee, GA
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30024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(858) 726-1600
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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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 (
see
General Instruction
A.2. below):
☐ 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))
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 Standards; Transfer of Listing.
On January 8, 2019, Digirad Corporation (the
“Company”) received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock
Market (“Nasdaq”) stating that, based upon the closing bid price of the Company’s common stock for the last 30
consecutive business days, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on
The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
and as indicated in the Letter, the Company has 180 calendar days, or until July 8, 2019, to regain compliance with the minimum
bid price rule. The Letter further provided that if at any time during this 180-day period, the closing bid price of the Company’s
common stock is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company written confirmation
of compliance with the minimum bid price rule and the matter will be closed.
If the Company does not regain compliance by
July 8, 2019, the Company may transfer from The Nasdaq Global Market to The Nasdaq Capital Market and may be eligible for an additional
compliance period of 180 days. To qualify for the additional compliance period, the Company will have to: (i) submit a Transfer
Application and related application fees; (ii) meet the continued listing requirement for market value of publicly held shares
and all other initial listing standards of The Nasdaq Capital Market (except for the bid price requirement); and (iii) provide
written notice to Nasdaq of its intention to cure the deficiency during the additional 180-day compliance period by effecting a
reverse stock split if necessary. If the Company does not qualify for an additional compliance period, or should the Company determine
not to submit a transfer application or make the required representation, or if Nasdaq concludes that the Company will not be able
to cure the deficiency, Nasdaq will provide written notice to the Company that its common stock will be subject to delisting. Nasdaq
rules permit the Company to appeal any delisting determination by Nasdaq to a Hearings Panel.
The Company will continue to actively monitor
the closing bid price of its common stock and will evaluate available options, including, without limitation, seeking to effect
a reverse stock split, in order to resolve the deficiency and regain compliance with the minimum bid price rule.
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
hereunto duly authorized.
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DIGIRAD CORPORATION
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By:
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/s/ Matthew G. Molchan
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Matthew G. Molchan
President, Chief Executive Officer and
Interim Chief Financial Officer
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Date: January 11, 2019
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