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): January 8, 2019
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Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
Delaware 001-35011 22-1734088
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
313 Washington Street, Suite 403, Newton, MA 02458
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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
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(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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of
1933 (Section230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (Section240.12b-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 a Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On January 8, 2019, 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 remained 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 Capital Market, set forth in Nasdaq Marketplace Rule
5550(a)(2).
Nasdaq's notice has no immediate effect on the listing or trading
of the Company's common stock on The Nasdaq Capital Market.
Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company
has been provided an initial compliance period of 180 calendar
days from the date of the notice, or until July 8, 2019, 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 July 8, 2019.
If the Company does not regain compliance by July 8, 2019, the
Company may be eligible for an additional 180 day grace period.
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 bid price requirement, and will
need to provide written notice of its intention to cure the
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 Capital
Market until the completion of the appeal process.
The Company is considering actions that it may take in response
to this notice in order to regain compliance with applicable
requirements for continued listing on The Nasdaq Capital Market.
There can be no assurance that the Company will be successful in
maintaining its listing of its common stock on The Nasdaq Capital
Market.
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: January 11, 2019 By: /s/ Peter Sulick
Peter Sulick
President and CEO
