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): September 11, 2020
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AEROCENTURY CORP.
_____________________________________
(Exact name of
registrant as specified in its charter)
Delaware
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94-3263974
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(State or Other Jurisdiction of
incorporation)
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(I.R.S. Employer Identification
No.)
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1440 Chapin Avenue,
Suite 310 Burlingame, CA
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94010
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(Address of principal executive
offices)
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(Zip Code)
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(650)-340-1888
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Registrant’s telephone number, including
area code:
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Not
Applicable
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Former Name or Former Address, if changed
since last report
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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)
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001 per
share
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ACY
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NYSE American
Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
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
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On September
11, 2020, AeroCentury Corp. (the “Company”) received a
deficiency letter from NYSE American LLC (the “NYSE
American”) stating that the Company is not in compliance with
the continued listing standards as set forth in Section 1003(a)(i)
– (iii) of the NYSE American Company Guide (the
“Company Guide”) as it has reported a
stockholders’ equity deficiency as of June 30, 2020 and
net losses in its two most recent fiscal years ended
December 31, 2018 and December 31, 2019. The letter has
no immediate effect on the listing of the Company’s common
stock on the NYSE American. The Company’s common stock will
continue to trade on the NYSE American while the Company takes
measures in an attempt to regain compliance with the continued
listing standards. Consistent with the rules set forth in the
Company Guide, the Company intends to submit a detailed plan of
compliance to the NYSE American within thirty days after receipt of
the Deficiency Letter, advising the NYSE American of the actions
the Company has taken, or plans to take, that would bring it into
compliance with the continued listing standards within 18 months of
receipt of the Deficiency Letter.
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Item
5.07 Submission of Matters to a Vote of Security
Holders
On September
15, 2020, the following matters were submitted to a vote of the
stockholders of the Company.
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(1)
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the election of two
members to the Board of Directors;
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(2)
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the approval, in a
non-binding vote, of the compensation of the Company's named
executive officers as disclosed in the Proxy Statement;
and
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(3)
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the ratification of the
appointment of BDO USA, LLP as the Company’s
independent registered public accounting firm.
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The following is a
summary of the voting results:
1. Election of
Director:
Roy E. Hahn and Toni M.
Perazzo were each elected to each serve a three-year term expiring
at the 2023 Annual Meeting of Stockholders of the
Company.
Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Roy E.
Hahn
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513,477 |
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133,113
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440,468
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Toni M.
Perazzo
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517,647
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128,943
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440,468
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2. Non-binding Advisory Vote
Approving the Compensation of the Company's Named Executive
Officers as Disclosed in the Proxy
Statement:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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521,404
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117,282
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6,904
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440,468
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3. Ratification of the
Appointment of BDO USA, LLP as the Company’s
Independent Registered Public Accounting
Firm:
Votes For
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Votes Against
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Votes Abstained
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959,959 |
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55,432
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71,667
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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 hereto duly authorized.
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AEROCENTURY CORP.
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Date: September 16,
2020
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By:
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/s/ Harold M.
Lyons
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Title: Sr. Vice -
President, Finance
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