SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 23, 2018 (February 20, 2018)
Origo Acquisition Corporation
(Exact name of registrant as
in its charter)
(State or Other Jurisdiction of
|(Commission File Number)
||(IRS Employer |
708 Third Avenue
New York, New York 10017
(Address of Principal Executive Offices)
(212) 634 - 4512
(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 to 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))|
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).
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.
20, 2018, Origo Acquisition Corporation (the “Company”) received written notice from The NASDAQ Stock
Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”)
determined to delist the Company’s securities and as a result, trading of the Company’s securities on Nasdaq was
suspended effective with the open of business on Thursday, February 22, 2018, due to the Company’s non-compliance with
certain requirements for continued listing on The Nasdaq Capital Market – as detailed below – and the
Company’s failure to complete its proposed business combination with Hightimes Holding Corp.
(“Hightimes”) and evidence compliance with all applicable requirements for initial listing on Nasdaq on or
before February 19, 2018, which was the deadline previously set by the Panel.
Company intends to timely request a review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council (the
“Listing Council”), which request will stay any formal delisting action by Nasdaq at least pending the ultimate
outcome of the Listing Council’s review and the expiration of all relevant review and appeal periods. The Company intends
to continue to take such action as necessary to maintain its Nasdaq listing (notwithstanding any suspension of trading on Nasdaq)
and to ensure the listing of the combined entity upon the consummation of the proposed business combination by and between the
Company and Hightimes. The Company can provide no assurances, however, that it will be able to do so.
The Company will
remain technically listed on Nasdaq pending the ultimate outcome of the Nasdaq appeal process, the completion of which could take
several months; however, trading in the Company’s securities under the current trading symbols (OACQ; OACQW; OACQU) will
take place in the over-the-counter, OTC Markets system, at least pending the ultimate conclusion of the Nasdaq appeal process.
disclosed by the Company on August 28, 2017, on August 23, 2017, the Company received written notice from Nasdaq indicating that,
based upon the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”),
which requires an issuer listed on The Nasdaq Capital Market to evidence a minimum of 300 public holders, the Company’s securities
would be subject to delisting unless the Company timely requested a hearing before the Panel. The Company requested such hearing,
at which it presented its plan to file a new listing application for Hightimes, complete the proposed business combination, and
thereby evidence the combined entity’s compliance with all requirements for initial listing on Nasdaq. The Panel subsequently
granted the Company’s request for an extension through February 19, 2018 to complete such plan.
Also, as disclosed
by the Company on December 8, 2017, on December 4, 2017, the Company received written notice from Nasdaq indicating that it did
not satisfy Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”) because the Company did not timely
hold an annual meeting for the fiscal year ended November 30, 2016 on or before November 30, 2017. The notice indicated that the
Company’s non-compliance with the Annual Meeting Requirement could serve as an additional basis for the delisting of the
Company’s securities from Nasdaq. The Company thereafter presented its plan to evidence compliance with the Annual Meeting
Requirement promptly following the consummation of the proposed business combination with Hightimes and the filing of the requisite
periodic reports, which would include the financial statements for the fiscal year ended November 30, 2017 (as required by SEC
rules), with the Securities and Exchange Commission.
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.
|Dated: February 23, 2018
||ORIGO ACQUISITION CORPORATION|
||/s/ Edward J. Fred
||Name: Edward J. Fred
||Title: Chief Executive Officer