RMG NETWORKS HOLDING CORPORATION (NASDAQ:RMGN) 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 Ruleor Standard; Transfer of Listing

As previously reported, on August9, 2018, RMG Networks Holdings Corporation (the “Company”) received notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer complies with Nasdaq Listing Rules5605(b)(1), 5605(c)(2)and 5605(d)(2)(the “Governance Rules”) due to the resignations from the board of directors of the Company, effective August2, 2018, of Jeffrey Hayzlett, Alan Swimmer, and Jonathan Trutter, which resulted in the Company having only one independent director and no members remaining on its audit and compensation committees.

Also as previously disclosed, on August21, 2018, Nasdaq notified the Company that it failed to comply with the minimum $2.5 million stockholders’ equity requirement for continued listing under Nasdaq Listing Rule5550(b)(the “Stockholders’ Equity Rule”).

On August23, 2018, the Company submitted written materials (the “Submission”) to Nasdaq requesting that Nasdaq grant an extension so that the Company’s common stock could remain listed on Nasdaq until the Company could complete its current business plans which include the completion of a going private transaction (the “Transaction”) and the concurrent delisting of the Company’s securities from Nasdaq. The Company also noted that it has filed a preliminary proxy statement and a transaction statement on Schedule 13E-3 with the Securities and Exchange Commission (the “SEC”) and is working toward consummating the Transaction and voluntary delisting from Nasdaq on or about September28, 2018.

By letter dated August29, 2018, Nasdaq notified the Company that it had reviewed the Submission, noting that the Submission does not include any plans to regain compliance with the Governance Ruleswhile the Company remains a Nasdaq-listed company. Accordingly, the Nasdaq staff stated that it had determined to deny the request for continued listing and to initiate procedures to delist the Company’s securities from Nasdaq. Nasdaq stated that the Company’s failure to comply with the Stockholders’ Equity Ruleserves as an additional basis for delisting the Company’s securities from Nasdaq. If the Company does not appeal this determination (as described below), trading of the Company’s common stock will be suspended at the opening of business on September7, 2018, and a Form25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq.

If the Company decides to appeal the Nasdaq staff’s decision, it must submit an appeal request by 4:00 p.m.Eastern Time on September5, 2018. A hearing request will stay the suspension of the Company’s securities and the filing of the Form25-NSE pending the Hearing Panel’s decision. If the Company appeals, Nasdaq stated that the Company should also present its views with respect to the Stockholders’ Equity Ruledeficiency to the Hearings Panel, at its hearing.

The Company intends to submit an appeal request on or before September5, 2018.

Item 3.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On August28, 2018, Robert R. Robinson, Senior Vice President, General Counsel and Secretary of the Company submitted his letter of resignation and will depart the Company effective October1, 2018.