Attached files
| file | filename |
|---|---|
| EX-99.1 - TOFUTTI BRANDS INC | ex99-1.htm |
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
September 28, 2016
Date of Report
(Date of earliest event reported)
TOFUTTI BRANDS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-9009 | 13-3094658 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 50 Jackson Drive Cranford, New Jersey 07016 | ||
| (Address of principal executive offices and zip code) |
| (908)272-2400 | ||
| (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 (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)) |
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
The Registrant’s Board of Directors unanimously adopted a resolution effective September 28, 2016 authorizing the Registrant to voluntarily delist its common stock from the NYSE MKT.
The Registrant will file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the U.S. Securities and Exchange Commission to voluntarily withdraw its common stock from listing on the NYSE MKT. The Company expects to file the Form 25 on October 11, 2016 and expects the delisting to be effective approximately 10 days after the filing of the Form 25. Upon delisting, the Company intends that its common stock will trade on the OTCQB Venture Market.
ITEM 8.01 OTHER EVENTS.
On September 30, 2016, the Registrant issued a press release announcing the engagement of BDA Advisers, Inc. to assist in a review of its strategic alternatives to enhance shareholder value and the delisting of its common stock from NYSE MKT LLC and pending transfer to the OTCQB Venture Market as described in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| (c) | Exhibits | ||
| Exhibit 99.1 | Press Release dated September 30, 2016. |
SIGNATURE
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 thereunto duly authorized.
| Date: September 30, 2016 | TOFUTTI BRANDS INC. | |
| (Registrant) | ||
| By: | /s/ Steven Kass | |
| Steven Kass | ||
| Chief Financial Officer | ||