UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 14, 2017
CAS MEDICAL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of incorporation)
|
0-13839
(Commission File Number)
|
06-1123096
(I.R.S. Employer
Identification No.)
|
|
44 East Industrial Road, Branford, Connecticut 06405
(Address of principal executive offices, including zip code)
(203) 488-6056
(Registrant's telephone number, including area code)
|
||
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))
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On June 14, 2017, CAS Medical Systems, Inc. (the "Company") received a deficiency letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company, as a result of not having a market value of listed securities ("MVLS") of at least $35 million for 30 consecutive business days, is no longer in compliance with Listing Rule 5550(b) of the Nasdaq Listing Rules (the "Rules") for continued listing.
Under the Rules, the Company has until December 11, 2017 to regain compliance, which would occur if the Company's MVLS equals or exceeds $35 million for ten consecutive business days. If the Company fails to regain compliance by such date, the Company has the opportunity to appeal such decision to a Nasdaq Hearings Panel.
At this time, this notification has no effect on the listing of the Company's common stock on The Nasdaq Capital Market.
2
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.
|
CAS MEDICAL SYSTEMS, INC.
|
|||
|
Date: June 16, 2017
|
By:
|
/s/ Jeffery A. Baird | |
| Jeffery A. Baird | |||
| Chief Financial Officer | |||
3