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) March 26, 2013
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Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
Delaware 000-27503 22-1734088
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
44 Hunt Street, Watertown, MA 02472
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(Address of principal executive offices)
(617)-668-6855
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(Registrant's telephone number, including area code)
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 of the registrant under any
of the following provisions:
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))
Item 3.01 Notice of Delisting or a Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March 26, 2013, Dynasil Corporation of America (the "Company") received
notice from The NASDAQ Stock Market ("Nasdaq") that, because the closing
bid price for the Company's common stock has fallen below $1.00 per share
for 30 consecutive business days, the Company no longer complies with the
minimum bid price requirement for continued listing on the Nasdaq Global
Select Market, set forth in Nasdaq Marketplace Rule 5450(a)(1).
Nasdaq's notice has no immediate effect on the listing of the Company's
common stock on the Nasdaq Global Market. Pursuant to Nasdaq Marketplace
Rule 5810(c)(3)(A), the Company has been provided an initial compliance
period of 180 calendar days, or until September 23, 2013, to regain
compliance with the minimum bid price requirement. To regain compliance,
the closing bid price of the Company's common stock must meet or exceed
$1.00 per share for a minimum of 10 consecutive business days prior to
September 23, 2013.
If the Company does not regain compliance by September 23, 2013, the
Company may be eligible for an additional 180 day grace period if it
applies to transfer the listing of its common stock to the Nasdaq Capital
Market. To qualify, the Company would be required to meet the continued
listing requirement for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the
exception of the minimum bid price requirement, and provide written notice
of its intention to cure the minimum bid price deficiency during the
second compliance period by effecting a reverse stock split if necessary.
If the Nasdaq staff determines that the Company will not be able to cure
the deficiency, or if the Company is otherwise not eligible for such
additional compliance period, Nasdaq will provide notice that the
Company's common stock will be subject to delisting. The Company would
have the right to appeal a determination to delist its common stock, and
the common stock would remain listed on the Nasdaq Global Select Market
until the completion of the appeal process.
The Company is considering actions that it may take in response to this
notification in order to regain compliance with the continued listing
requirements, but no decisions about a response have been made at this
time.
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.
DYNASIL CORPORATION OF AMERICA
(Registrant)
Date: March 28, 2013 By: /s/ Peter Sulick
Peter Sulick
Interim President and Interim CE
