Current Report Filing (8-k)
31 May 2017 - 6:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 30, 2017 (May 23, 2017)
Inventergy Global, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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000-26399
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62-1482176
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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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900 E. Hamilton Avenue #180
Campbell, CA
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95008
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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:
(408) 389-3510
Not Applicable
(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 to the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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 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 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As previously disclosed in the Current
Report on Form 8-K filed on November 25, 2016 by Inventergy Global, Inc. (the “
Company
”), o
n
November 21, 2016, the Company received notice from The NASDAQ Stock Market (“
Nasdaq
”) indicating that, because
the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days,
the Company no longer complied with the minimum bid price requirement (the “
Minimum Bid Price Requirement
”)
for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with the Nasdaq Listing
Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until May 22, 2017, to regain compliance with the Minimum Bid
Price Requirement.
As previously disclosed in the Current Report
on Form 8-K filed on April 13, 2017 by the Company, on April 7, 2017, the Company received notice from Nasdaq that the Company
no longer complied with the minimum $2,500,000 stockholders’ equity requirement (the “
Stockholders’ Equity
Requirement
”) for continued listing on
the Nasdaq Capital Market
as set
forth in Nasdaq Listing Rule 5550(b)(1). The Company subsequently submitted a notice of appeal to Nasdaq appealing its determination
that the Company no longer complied with the Stockholders’ Equity Requirement, which appeal is scheduled to be heard before
a hearings panel (the “
Panel
”) on June 1, 2017.
On May 23, 2017, the Company received notice
from Nasdaq that the Company had not regained compliance with
the Minimum Bid Price Requirement,
which serves as an additional basis for delisting the Company’s common stock from the Nasdaq Capital Market
. Nasdaq
further advised the Company that the Panel will consider this matter in rendering a determination regarding the Company’s
continued listing on the Nasdaq Capital Market.
The Company believes that it has
regained compliance with the Stockholders’ Equity Requirement as a result of the completion of the transactions
contemplated in the restructuring agreement by and between the Company and its lender, DBD Credit Funding LLC on April 27,
2017, and therefore, may be eligible for an additional 180 calendar days to regain compliance with the Minimum Bid Price
Requirement. Marcum LLP, the Company’s independent registered public accounting firm (“
Marcum
”), is
currently reviewing the impact of the restructuring agreement on the Company’s stockholders’ equity. If Marcum
does not complete its review by June 1, 2017, the Company intends to request additional time from the Panel to allow Marcum
to complete its review.
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.
Dated: May 30, 2017
INVENTERGY GLOBAL, INC.
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By:
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/s/ Joseph W. Beyers
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Name: Joseph W. Beyers
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Title: Chief Executive Officer
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