Item 3.01.     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed in its Current Reports on Form 8-K filed with the SEC on August 28, 2017 and September 13, 2017, in the event that the Company failed to regain compliance with the Exchange’s continued listing standards by February 22, 2018, the Exchange could allow the Company’s securities to be traded for up to an additional six-month period.  In anticipation of being unable to regain compliance by February 22, 2018 and in order to maintain its listing, the Company submitted a plan of compliance on February 8, 2018, addressing how it intends to regain compliance with the continued listing standards of the Exchange by June 15, 2018 through the filing of an amended Delayed First Quarter 10-Q, the Delayed Second Quarter 10-Q, the Delayed Third Quarter 10-Q and an amended Delayed 10-K with a reissued audit report with the SEC.  The Company’s plan was accepted by NYSE Regulation on February 22, 2018.

The notice of acceptance from NYSE Regulation has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the Exchange under the symbol “GSB”, subject to periodic review by NYSE Regulation.  The listing of the Company’s common stock on the Exchange is being continued pursuant to an extension during the plan period.  As previously disclosed, a “.LF” indicator is being disseminated with the Company’s ticker symbol to signify the Company’s late filing status.

On February 27, 2018, the Company issued a press release announcing its receipt of the notification of acceptance of the Company’s plan.  A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8‑K.Item

Item 9.01                      Financial Statements and Exhibits

Disclosures About Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, GlobalSCAPE’s expectations as to the timing of the filing of an amended Delayed First Quarter 10-Q, the Delayed Second Quarter 10-Q, the Delayed Third Quarter 10-Q and an amended Delayed 10-K with a reissued audit report with the SEC.

These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements.  Factors that may cause future results to differ materially from management’s current expectations include, among other things, the discovery of additional information relevant to the internal investigation previously announced by the Company; the conclusions of the Company’s Audit Committee (and the timing of the conclusions) concerning matters relating to the internal investigation; the timing of the review by, and the conclusions of, GlobalSCAPE’s independent registered public accounting firm regarding the internal investigation and GlobalSCAPE’s financial statements; the possibility that additional errors may be identified; the risk that the completion of the restatement of the Company’s financial statements and the filing of the related quarterly and annual report amendments will take longer than expected; pending litigation and the possibility of further legal proceedings adverse to GlobalSCAPE resulting from the restatement or related matters; the costs associated with the restatement; and the risk that GlobalSCAPE will be unable to meet the continued listing standards of the Exchange.  GlobalSCAPE disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.