TSR, Inc. (NASDAQ:TSRI) 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 June 3, 2019, TSR, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), which indicated that the Company was not in compliance with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as a result of not having held an annual meeting of stockholders within 12 months of the end of the Company’s fiscal year on May 31, 2018. The Notice was only a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Company disclosed its receipt of the Notice in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 4, 2019.
The Notice stated that, under Nasdaq rules, the Company had 45 calendar days to submit a plan to regain compliance with the Annual Meeting Rule. On July 17, 2019, the Company submitted a plan of compliance to Nasdaq within the required timeframe. The Company’s plan of compliance provided that the Company intends to hold its 2018 annual meeting of stockholders on September 13, 2019.
The Company disclosed its submission of its plan of compliance to Nasdaq in the Company’s current report on Form 8-K filed with the SEC on July 19, 2019. In its Form 8-K, the Company further disclosed that the Company expected that the record date for stockholders eligible to receive notice of and vote at the 2018 annual meeting would be August 15, 2019. The Company has established August 20, 2019 as the record date for stockholders eligible to receive notice of and vote at the 2018 annual meeting.
On July 23, 2019, the Company received a written notice (the “Extension Notice”) from Nasdaq that it has determined to grant the Company an extension until September 13, 2019 to regain compliance with the Annual Meeting Rule by holding an annual meeting of stockholders. The Extension Notice stated that at the annual meeting, stockholders must be afforded the opportunity to discuss Company affairs with management and, if required by the Company’s governing documents, to elect directors. The Extension Notice further stated that in the event that the Company does not satisfy these terms, Nasdaq will provide written notification that the Company’s securities will be delisted from Nasdaq. The Company would have the opportunity to appeal such a decision to a Nasdaq Hearings Panel.
Information Concerning Forward-Looking Statements
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to hold an annual meeting of stockholders on September 13, 2019 consistent with the Company’s plan of compliance and the terms of Nasdaq’s extension of the time in which the Company must regain compliance with the Annual Meeting Rule, and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.
About TSR, Inc. (NASDAQ:TSRI)
TSR, Inc. is engaged in providing contract computer programming services to its customers. The Company provides its customers with technical computer personnel. It provides its customers with technical computer personnel to supplement their in-house information technology (IT) capabilities. The Company offers staffing capabilities in the areas of mainframe and mid-range computer operations, personal computers and client-server support, Internet and e-commerce operations, voice and data communications (including local and wide area networks), and help desk support. It provides services on day-to-day operations, special projects and on short-term or long-term basis. It also offers various services to other companies in various sectors, such as insurance, pharmaceutical and biotechnology, publishing and new media, financial services and project utilities. It provides contract computer programming services in the New York metropolitan area, New England and the Mid-Atlantic region.