TSR, Inc. (NASDAQ:TSRI) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 11, 2018, TSR, Inc. (the “Company”) notified the Listing and Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that, as of July 9, 2018, as a result of the resignation of James J. Hill from the Company’s Board of Directors (the “Board”) and all committees of the Board on which he served, (a) only two of the four remaining members of the Board qualify as “Independent Directors” within the meaning of the Nasdaq Stock Market Rules, and (b) there are only two remaining members of the Audit Committee of the Board. As the Company previously disclosed, Mr. Hill had notified the Company of his resignation by letter dated July 9, 2018, and that his resignation was effective immediately. As a result, the Company is not in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of an issuer’s board of directors be comprised of “Independent Directors,” and Nasdaq Listing Rule 5605(c)(2)(A), which requires that an issuer must have, and continue to have, an audit committee of at least three members (each of whom must be an “Independent Director” and satisfy other independence requirements stated in the Listing Rule).
On July 12, 2018, the Company received a written notice (the “Notice”) from Nasdaq acknowledging that the Company is not in compliance with Nasdaq’s independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605 as a result of Mr. Hill’s resignation. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.
The Notice states that, under the Nasdaq Listing Rules, the Company must regain compliance by the earlier of the Company’s next annual meeting of stockholders or July 9, 2019, or if the next annual meeting of stockholders is held before January 7, 2019, then by January 7, 2019. The Company intends to undertake to identify a qualified candidate for director who meets the applicable independence requirements under the Nasdaq Listing Rules and to appoint such individual as a member of the Board in accordance with the procedures set forth in the Company’s Amended and Restated By-laws and as a member of the Audit Committee of the Board, in order to regain compliance with the applicable Nasdaq Listing Rules within the required timeframe.
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 successfully identify a qualified candidate for director who meets the applicable independence requirements under the Nasdaq Listing Rules and to appoint such individual as a member of the Board; 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.