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 28, 2020
ENGlobal Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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001-14217
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88-0322261
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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654 N. Sam Houston Parkway E., Suite 400,
Houston, Texas
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77060-5914
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 281-878-1000
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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, $0.001 par value
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ENG
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
On
September 28, 2020, ENGlobal Corporation (the
“Company”) received written notice from The Nasdaq
Stock Market (“Nasdaq”) indicating that the Company is
not in compliance with the $1.00 minimum bid price requirement for
continued listing on Nasdaq, as set forth in Listing Rule
5550(a)(2). The notice has no immediate effect on the listing of
the Company’s common stock, and its common stock will
continue to trade on The Nasdaq Stock Market under the symbol
“ENG” at this time.
The
Company may regain compliance with the minimum bid price
requirement in accordance with Listing Rule 5810(c)(3)(A) during
the 180 calendar day period from September 28, 2020 to March 29,
2021. To regain compliance, the closing bid price of the
Company’s common stock must meet or exceed $1.00 per share
for at least ten consecutive business days before March 29,
2021.
If
the Company is not in compliance by March 29, 2021, the Company may
be afforded a second 180 calendar day period to regain compliance.
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,
except for the minimum bid price requirement. In addition, the
Company would be required to notify Nasdaq of its intent to cure
the minimum bid price deficiency, which may include implementing a
reverse stock split.
If
the Company does not regain compliance within the allotted
compliance period(s), including any extensions that may be granted
by Nasdaq, Nasdaq will provide notice that the Company’s
common stock will be subject to delisting. The Company would then
be entitled to appeal the Nasdaq Staff’s determination to a
Nasdaq Listing Qualifications Panel and request a
hearing.
The
Company intends to monitor the closing bid price of the
Company’s common stock and consider its available options to
resolve the noncompliance with the minimum bid price requirement.
No determination regarding the Company’s response has been
made at this time. There can be no assurance that the Company will
be able to regain compliance with the minimum bid price requirement
or will otherwise be in compliance with other Nasdaq listing
criteria.
SIGNATURE
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.
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ENGlobal Corporation
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(Registrant)
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September 29, 2020
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/s/ MARK A. HESS
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(Date)
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Mark A.
Hess,
Chief Financial Officer, Treasurer
and Corporate Secretary
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