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): December 8, 2010
MERRIMAN
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-15831
(Commission
File Number)
|
11-2936371
(IRS
Employer
Identification
No.)
|
|
600
California Street, 9th Floor,
San
Francisco, California
(
Address of Principal Executive Offices)
|
94108
(Zip
Code)
|
Registrant's
telephone number, including area code (415) 248-5600
(Former
Name or Former Address, if Changed Since Last Report)
|
Item
3.01(a)
|
Notice
of Failure to Satisfy a Continued Listing Rule or
Standard
|
On
December 8, 2010 Merriman Holdings, Inc. received notice from the Nasdaq Stock
Market that the company had violated Nasdaq Listing Rule 5635 in issuing
warrants to Ronald L. Chez, currently the Company’s Co-Chairman, in August 2009
to purchase 42,857 shares (after adjusting for the Company’s 1-for-7 reverse
stock split in August 2010) of the Company’s common stock without seeking
stockholder approval (the “Chez Warrants”). The Chez Warrants were
issued to Mr. Chez for his service as Chairman of the Strategic Advisory
Committee in connection with the Company’s Series D Preferred Stock
financing. Terms of the Chez Warrants are available on Edgar as
Exhibit 10.50 to the Form 8-K/A filed on September 2, 2009.
The
Company was given until January 24, 2011 to submit a plan to Nasdaq to regain
compliance. The Company is working with Nasdaq to resolve all issues
and expects to have a plan in place by that date which will meet with Nasdaq
approval. Mr. Chez has agreed with the Company to submit the issuance of the
Chez Warrants to stockholders for ratification if necessary to regain compliance
with Nasdaq listing rules.
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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.
|
MERRIMAN
HOLDINGS, INC.
|
|||
|
Date:
December 14, 2010
|
By:
|
/s/
D. JONATHAN MERRIMAN
|
|
|
D.
Jonathan Merriman
Chief
Executive Officer
|
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