Current Report Filing (8-k)
05 April 2022 - 7:01AM
Edgar (US Regulatory)
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2022-04-01
2022-04-01
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): April 1, 2022
SIGMA
LABS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-38015 |
|
27-1865814 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
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 (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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
SGLB |
|
The
NASDAQ Stock Market LLC |
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. |
Effective
April 1, 2022, Jacob Brunsberg, the President and Chief Executive Officer of Sigma Labs, Inc. (the “Company”), was appointed
to serve as a Class II director on the board of directors (the “Board”) of the Company. As a result of the appointment of
Mr. Brunsberg, the Company no longer complies with Nasdaq Listing Rule 5605(b)(1) because a majority of the Board is not comprised of
independent directors as defined in Nasdaq Listing Rule 5605(a)(2).
In
accordance with Nasdaq Listing Rules, the Company notified Nasdaq of Mr. Brunsberg’s appointment effective April 1, 2022, and the
resulting non-compliance with Nasdaq Listing Rule 5605(b)(1). On April 4, 2022, the Company received a notice from Nasdaq acknowledging
the fact that the Company does not meet the requirements of Nasdaq Listing Rule 5605(b)(1).
In
accordance with Nasdaq Listing Rule 5605(b)(1)(A), to regain compliance with Nasdaq Listing Rules, the Company (i) has until the earlier
of the Company’s next annual shareholders’ meeting or April 1, 2023, or (ii) if the Company’s next annual shareholders’
meeting is held before September 28, 2022, then the Company must evidence compliance no later than September 28, 2022.
The
Board intends to identify a new director who satisfies the requirements of the Nasdaq Listing Rules prior to the expiration of the applicable
cure period.
| Item
9.01 | Financial
Statements and Exhibits. |
Number |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date:
April 4, 2022 |
SIGMA
LABS, INC. |
|
|
|
|
By:
|
/s/
Jacob Brunsberg |
|
Name: |
Jacob
Brunsberg |
|
Title: |
President
and Chief Executive Officer |
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