On Track Innovations Ltd. (NASDAQ:OTIV) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported by On Track Innovations Ltd., or the Company, on its Current Report on Form 8-K filed on October 26, 2018 and on its Definitive Proxy Statement filed on August 23, 2019, or the Proxy Statement, on October 24, 2018, the Company received a written notice from the Nasdaq Stock Market LLC, or Nasdaq, indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its Ordinary Shares was below $1.00 per share for the last 30 consecutive business days. to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day compliance period, or until April 22, 2019, to regain compliance with the minimum bid price requirement. Subsequently, on April 23, 2019, the Company was provided a second 180-calendar day compliance period, or until October 21, 2019, to demonstrate compliance.
To regain compliance, the closing bid price of the Company’s Ordinary Shares had to meet or exceed $1.00 per share for at least 10 consecutive business days during the 180-calendar day compliance period ending on October 21, 2019. Accordingly, and as reported in the Proxy Statement, the Company’s Board of Directors had approved and recommended that the Company’s shareholders approve a reverse split of the Company’s Ordinary Shares at the ratio of 30 to 1. The purpose of the reverse split was to increase the market price per share of the Company’s Ordinary Shares. However, the reverse share split proposal was not approved by the general meeting of the Company’s shareholders, as reported on the Company’s Current Report on Form 8-K filed on September 30, 2019.
Therefore, on October 22, 2019, the Company received a written notice from Nasdaq indicating that the Company has not regained compliance with Listing Rule 5550(a)(2) and that accordingly, its securities will be delisted from Nasdaq. In that regard, to such letter, unless the Company timely requests a hearing before the Nasdaq Hearings Panel, or the Panel, trading of the Company’s Ordinary Shares will be suspended at the opening of business on October 31, 2019, and a Form 25-NSE will be filed, which will remove the Company’s securities from listing and registration on Nasdaq.
The Company does not plan to request a hearing before the Panel. The Company has applied to list its Ordinary Shares on the OTCQX® market under the symbol “OTIV” effective October 31, 2019. No assurance can be given that the Company’s application will be approved. If the Company’s application is not approved, immediately after the delisting from Nasdaq, the Company currently expects that its Ordinary Shares will be traded on the Pink market.
The Company currently expects to continue to make all required SEC filings and remain subject to SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Safe Harbor / Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Any statements that are not statements of historical fact should be considered forward looking statements. For example, the Company is using forward-looking statements when the Company discusses, among others, its expectation to list its Ordinary Shares on the OTCQX market and to continue to make all required SEC filings. However, the OTCQX market may not approve the Company’s application or the Company may decide not to have its Ordinary Shares traded on the OTCQX market, or the Company may not continue to make required SEC filings or remain subject to the Exchange Act. Forward-looking statements are made as of the date of this document and are inherently subject to risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements. Additional factors that could cause actual results to differ materially from those anticipated by the Company’s forward-looking statements are stated under the caption “Risk Factors” in the Company’s most recent Annual Report (Form 10-K) and other known and unknown uncertainties and risk factors including those detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements are made as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to update forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements.
About On Track Innovations Ltd. (NASDAQ:OTIV)
On Track Innovations Ltd. is a developer of cashless payment solutions. The Company’s segments include Retail and Mass Transit, Petroleum, Parking and Other. The Company offers solutions for banking, mobile network operators, vending, mass transit, petroleum and parking. The Company provides its customers with training and installation support, customer service and technical support. Its PayEnable technology can be implemented into a range of products. Its Retail and Mass Transit products include TRIO mPOS, Pico BT, WAVE, WAVE PKI, oti SATURN 6700 UNO, oti SATURN 6500 TRIO and oti SCI 6000. It also offers otiMetry and oti CONNECT 3000. Its EasyFuel Plus solution is a wireless, cashless, cardless and paperless refueling tracking and payment solution. Its EasyPark set of parking solutions provides parking fee collection, parking payment enforcement and parking management solution. Its MediSmart solution is an information management and claims submission system for the medical sector.