UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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September 14,
2020
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems,
Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn Blvd.Minneapolis, Minnesota
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55445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(763) 392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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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):
☐
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))
Securities registered to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common Stock, par value $0.01 per share
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ISIG
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The Nasdaq Stock Market LLC
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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
7.01
Regulation
FD Disclosure.
On
September 14, 2020, we received a letter from The Nasdaq Stock
Market LLC (“Nasdaq”) confirming our eligibility for a
second 180-day period to regain compliance with the minimum bid
price of $1.00 per share required by Listing Rule 5550(a)(2) (the
“Minimum Bid Price Requirement”). In order to regain
compliance, our common stock must maintain a consolidated bid price
of $1.00 or greater for a minimum of ten consecutive business days.
If compliance with the Minimum Bid Price Requirement cannot be
demonstrated, whether by a reverse stock split or otherwise, by
March 10, 2021, then our common stock will be subject to delisting.
At such time, we may have an opportunity to appeal Nasdaq’s
delisting determination. The foregoing has no immediate effect on
the trading of our common stock and our common stock is expected to
remain listed on Nasdaq during the compliance period.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INSIGNIA SYSTEMS, INC.
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Date: September 16,
2020
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By
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/s/
Jeffrey A. Jagerson
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Jeffrey A. Jagerson
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Vice President of Finance, Chief Financial Officer and
Treasurer
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(on behalf of registrant)
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