RAVE Restaurant Group, Inc. (NASDAQ:RAVE) 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

On February 10, 2017, RAVE Restaurant Group, Inc. (the “Company”) received notice from Nasdaq that, based on the Company’s most recent Form 10-Q for the fiscal quarter ended December 25, 2016, the Company was not in compliance with Nasdaq’s continued listing standard for minimum stockholders’ equity of at least $2.5 million. The notice further advised that, as of February 10, 2017, the Company also did not meet the alternative continued listing standards of either (a) market value of listed securities of at least $35.0 million, or (b) net income from continuing operations of $0.5 million for the most recently completed fiscal year or two of the three most recently completed fiscal years.

to Nasdaq rules, the Company timely submitted a plan to regain compliance which was accepted by Nasdaq. Among other things, the compliance plan called for the Company to complete a $5.0 million shareholder rights offering for its common stock (the “Rights Offering”) by August 9, 2017. Subsequently, the Company spent several weeks engaged in dialogue with certain significant shareholders and potential third party investors regarding alternative means to satisfy the Company’s capital requirements. Ultimately, the Company determined to proceed with the Rights Offering as originally planned. However, these discussions delayed the commencement of the Rights Offering. As a result, the Rights Offering was not completed by August 9, 2017.

On August 9, 2017, the Company advised Nasdaq that it had filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (Registration No. 333-219483) pertaining to the Rights Offering which had been declared effective. The Company further advised Nasdaq that a final prospectus and related subscription materials were expected to be transmitted to shareholders imminently and requested an extension of the time to complete the Rights Offering and regain compliance with Nasdaq continuing listing standards. However, by letter dated August 10, 2017, Nasdaq staff declined to grant the requested extension and advised that they had determined to delist the Company from the Nasdaq Capital Market.

On August 15, 2017, the Company timely submitted to Nasdaq a Hearing Request Form appealing the delisting determination. The appeal stays Nasdaq’s delisting of the Company’s securities pending the decision of a Hearing Panel. to Nasdaq rules, appeal hearings are typically scheduled, to the extent practicable, within 45 days following submission of a Hearing Request Form.

The Company intends to diligently pursue its appeal to Nasdaq while proceeding with the Rights Offering. However, there can be no assurance that Company’s appeal will be successful or that the Company will be able to evidence compliance within any extension period granted by the Hearing Panel. If the Company’s appeal is denied or it fails to timely regain compliance with Nasdaq’s continued listing standards, the common stock of the Company will be subject to delisting on the Nasdaq Capital Market.

On August 10, 2017, the Company filed with the SEC a final prospectus with respect to the Rights Offering.

On August 15, 2017, the Company issued a press release announcing the commencement of the Rights Offering, a copy of which is attached as Exhibit 99.1 hereto.

(d)Exhibits.

99.1 Rave Restaurant Group, Inc. press release dated August 15, 2017.

This Current Report on Form8-K contains “forward-looking” statements within the meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934, including statements related to the Company’s ability to regain compliance with Nasdaq’s continued listing standards. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties and assumptions. Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions, regulatory framework and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that any forward-looking statements will prove to be correct. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of such information should not be regarded as a representation that the objectives and plans of the Company will be achieved.

RAVE RESTAURANT GROUP, INC. Exhibit
EX-99 2 ex991.htm PRESS RELEASE   August 15,…
To view the full exhibit click here

About RAVE Restaurant Group, Inc. (NASDAQ:RAVE)

Rave Restaurant Group, Inc. operates and franchises pizza buffet, delivery/carry-out and express restaurants domestically and internationally under the trademark, Pizza Inn, and operates and franchises domestic fast casual restaurants under the trademarks Pie Five Pizza Company (Pie Five). The Company has two operating segments, which include Company-owned Restaurants, and Franchising and Food and Supply Distribution. The Franchising and Food and Supply Distribution segment establishes franchisees and franchise territorial rights, and sells and distributes proprietary and non-proprietary food and other items to franchisees. The Company-owned Restaurant segment includes sales and operating results for all Company-owned restaurants. It provides or facilitates the procurement and distribution of food, equipment and supplies to domestic and international system of restaurants through Norco Restaurant Services Company (Norco) division and through agreements with third-party distributors.