VESTIN REALTY MORTGAGE II, INC (NASDAQ:VRTB) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
corporation (the “Company”), provided advance notice to the
NASDAQ Stock Market of its intent to voluntarily file for
deregistration with the Securities and Exchange Commission and
delist its common stock from the NASDAQ Capital Market. The
deregistration and delisting is subject to the receipt of
approval from the Company’s stockholders of the reverse stock
split that is scheduled to be voted on at the annual meeting of
stockholders on March 9, 2017, or at any postponement or
adjournment thereof. The press release announcing the Company’s
intent to voluntarily delist and deregister its common stock is
filed herewith as Exhibit 99.1 to this report and is incorporated
into this Item 3.01 by reference in its entirety.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release dated March 8, 2017
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Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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VESTIN REALTY MORTGAGE II, INC.
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Date: March 8, 2017
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By:
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/s/ Michael Shustek
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Michael Shustek
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Chief Executive Officer
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Delist and Deregister its Common Stock
CM: VRTB) (the “Company”) announced today that it has notified
the Nasdaq Stock Market of its intent to voluntarily delist its
common stock from the Nasdaq Capital Market, and that it intends
to voluntarily deregister its common stock under the Securities
Exchange Act of 1934 (the “Exchange Act”) and cease filing
reports with the Securities and Exchange Commission (the
“SEC”).
stock is a cost savings step that will reduce expenses associated
with the Company’s Nasdaq listing and compliance with SEC
reporting requirements, which include legal, accounting and other
administrative fees. The Company’s common stock is thinly traded
and the Company does not believe the benefits of having its
common stock listed and registered outweigh the burden of those
annual costs. Management believes that the expense reductions
created by delisting and deregistering the Company’s shares will
benefit the Company and its shareholders, and ultimately will
serve to maximize the value of the Company.
relating to the delisting of its common stock on or about March
20, 2017, with the delisting of its common stock to be effective
ten days thereafter. Accordingly, the Company expects that the
last day of trading of its common stock on the Nasdaq Capital
Market will be on or about March 30, 2017. The filing of the Form
25 and notice to Nasdaq will be undertaken subject to a vote by
the Company’s stockholders at an annual meeting to be held March
9, 2017, or any postponement or adjournment thereof, on proposals
to effect a reverse 1-for-1,000 stock split of the Company’s
common stock, the cash-out of fractional shares at an amount
equal to the greater of (i) $2.70, which is the 10-day average
market price ending on the last trading day prior to the first
public disclosure of the reverse stock split proposal, or (ii)
the 10-day average market price ending on the last trading day
prior the effective date of the reverse stock split. The Company
is undertaking the reverse stock split to reduce the number of
beneficial stockholders to fewer than 300 so that the Company can
deregister its common stock
About VESTIN REALTY MORTGAGE II, INC (NASDAQ:VRTB)
Vestin Realty Mortgage II, Inc. (VRM II), formerly Vestin Fund II, LLC, is a real estate investment trust (REIT). The Company invests in loans secured by real estate through deeds of trust or mortgages. It also invests in, acquires, manages and sells real property and acquires entities involved in the ownership or management of real property. It operates through three segments: investments in real estate loans, investments in real property and investment in a real estate management company. Its objective is to invest approximately 97% of its assets in real estate loans and real estate related investments, while maintaining over 3% as a working capital cash reserve. Vestin Mortgage, LLC (Vestin Mortgage) is the manager of the Company. It has investments in approximately six commercial real estate loans in Arizona, Nevada and Ohio, which consists of office buildings. It also owns an interest in over four office buildings located in Nevada. VESTIN REALTY MORTGAGE II, INC (NASDAQ:VRTB) Recent Trading Information
VESTIN REALTY MORTGAGE II, INC (NASDAQ:VRTB) closed its last trading session up +0.12 at 2.54 with 367 shares trading hands.
