Current Report Filing (8-k)
25 October 2017 - 8:03AM
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):
October 24, 2017 (October 23, 2017)
Origo Acquisition Corporation
(Exact name of registrant as specified in its
charter)
Cayman Islands
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001-36757
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20-3061907
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification Number)
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708 Third Avenue
New York, New York 10017
(Address of principal executive offices)(Zip
Code)
Registrant’s telephone number, including
area code:
(212) 634-4512
N/A
(Former name or former address, if changed since
last report)
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 8.01 Other Information.
On October
23, 2017,
Origo Acquisition Corporation
(the “Company”) received formal
notification from The NASDAQ Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) had
determined to grant the Company’s request for the continued listing of its securities on The Nasdaq Capital Market, pursuant
to an extension through February 19, 2018 to complete its proposed merger with
Hightimes
Holding Corp. and,
in connection therewith, to evidence compliance with all applicable requirements for the continued listing
of the combined company’s securities on Nasdaq, post-merger (including, notably, Nasdaq
Listing
Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital
Market the “Minimum Public Holders Rule”))
. In its notification, the Panel indicated
that February 19, 2018 constitutes the full extent of the Panel’s discretion in this matter. The Company is taking definitive
steps to timely evidence compliance with the terms of the Panel’s decision (including the
Minimum
Public Holders Rule)
; however, there can be no assurances given that it will be able to
do so.
As previously
disclosed, o
n August 23, 2017, the Company received written notice from the Nasdaq
Listing Qualifications Staff (the “Staff”) indicating that, due to the Company’s continued non-compliance with
the Minimum Public Holders Rule, the Staff had determined to delist the Company’s securities from Nasdaq unless the Company
timely requested a hearing before the Panel. The Company did timely request a hearing before the Panel, which took place on October
12, 2017, and the Panel’s decision will allow the Company’s securities to remain listed on Nasdaq through February
19, 2018.
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.
Dated: October 24, 2017
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ORIGO ACQUISITION CORPORATION
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/s/ Edward J. Fred
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Name:
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Edward J. Fred
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Title:
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Chief Executive Officer
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Origo Acquisition Corporation (NASDAQ:OACQU)
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