UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2022
Intellicheck, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-15465 | | 11-3234779 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
200 Broadhollow Road, Suite 207, Melville, NY 11747
(Address of principal executive offices) (Zip code)
(516) 992-1900
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.001 par value | | IDN | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 24, 2022, Intellicheck, Inc. (the “Company”) received correspondence from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not currently in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission, as a result of not filing the Company’s Form 10-Q for the period ended March 31, 2022 on a timely basis.
As previously reported by the Company, the Company is in the process of restating certain financial information contained in previously filed Form 10-Q’s for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 as well as its Form 10-K for the year ended December 31, 2021. The Company expects to be filing these amendments as soon as possible, and once such amendments are filed, the Company anticipates it will then promptly file the Form 10-Q for the period ended March 31, 2022, and at such time, the Company will regain compliance with Nasdaq Listing Rule 5252(c)(1).
Item 7.01 Regulation FD Disclosure.
On May 31, 2022, the Company issued a press release, announcing the receipt of the Nasdaq letter, the text of which is set forth as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: May 31, 2022 | INTELLICHECK, INC. |
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| | By: | /s/ Jeffrey Ishmael |
| | | Jeffrey Ishmael |
| | | Chief Financial Officer |
