Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
As previously reported, on May 23, 2016, the Company received a letter from the NYSE MKT LLC (the “NYSE”) notifying the Company that it was not in compliance with Sections 134 and 1101 of the NYSE MKT Company Guide (the “Company Guide”) as a result of its failure to timely file with the SEC its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the “March Form 10-Q”) by its requisite deadline. As a result, the Company had become subject to the procedures and requirements of Section 1009 of the Company Guide.
The Company was advised that in order to maintain its listing on the NYSE, the Company was required to submit to the NYSE a plan detailing action it had taken, or would take, that would bring it into compliance with the continued listing standards by October 17, 2016 (the “Plan Period”). As previously reported, on July 8, 2016, the NYSE notified the Company that it had accepted the Company’s plan of compliance (the “Plan”) for continued listing relating to the Company’s failure to timely file the March Form 10-Q.
On August 23, 2016, the Company received a letter from the NYSE stating that the Company did not timely file with the SEC its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “June Form 10-Q”) by its requisite deadline. As such, the Company remains non-compliant with Sections 134 and 1101 of the Company Guide.
As a result of the foregoing, the Company has again become subject to the procedures and requirements of Section 1009 of the Company Guide. Due to the similar nature of the two deficiencies (i.e., the failure to timely file the March Form 10-Q and the June Form 10-Q), the Company is not required to submit an additional plan of compliance in connection with the failure to timely file the June Form 10-Q. However, the Company may elect to supplement the Plan if it chooses. The Plan Period to address how the Company intends to regain compliance with Sections 134 and 1101 of the Company Guide remains October 17, 2016 for both deficiencies. The Company will be subject to periodic review by the NYSE during the Plan Period.
The Company primarily attributes the delay in filing the March Form 10-Q and the June Form 10-Q to the additional time needed by it to complete the audit of the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”). The Company intends to file the March Form 10-Q as soon as reasonably practicable. The Company also intends to complete preparation and file the June Form 10-Q as soon as reasonably practicable after filing the March Form 10-Q. The Company is working diligently to prepare the March Form 10-Q and provide its independent auditors with the necessary information to complete their review. The Company has no disagreements
with its auditors and expects and intends to complete the separate filings of the March Form 10-Q and the June Form 10-Q at the earliest possible dates, which the Company fully expects to be in advance of the Plan Period.
The Company remains subject to the conditions set forth in the NYSE letter dated May 23, 2016. Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards of the Company Guide by the end of the Plan Period could result in the Company being delisted from the NYSE. The Company can regain compliance with the NYSE listing standards before October 17, 2016 by filing the March Form 10-Q and the June Form 10-Q prior to that date.
On August 25, 2016, the Company issued a press release announcing its receipt of the letter dated August 23, 2016. A copy of the press release is being furnished as Exhibit 99.1 to the initial Current Report on Form 8-K.
Until the Company files the March Form 10-Q and the June Form 10-Q, the Company’s common stock will remain listed on the NYSE under the symbol “JRJR,” but will be assigned a late filer (“LF”) indicator to signify late filing status and the Company will be posted to the late filers list on the Listing Standards Filing Status page on the NYSE website.