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 16, 2006
724 Solutions Inc. |
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(Exact Name of Registrant as Specified in Charter) |
Canada | | 000-31146 | | Inapplicable |
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(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer ID Number) |
1221 State Street, Suite 200, Santa Barbara, CA 93101 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (805) 884-8308 |
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.
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 16, 2006, 724 Solutions Inc. (the “Company”) received a letter from Nasdaq notifying it that the Nasdaq Listing Qualifications Panel has denied the Company’s request for continued inclusion on The Nasdaq Capital Market (the “Notice”).
As previously disclosed, on March 8, 2006, the Company received a notice from Nasdaq that it was not in compliance with Marketplace Rule 4310(c)(2)(B), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.
The Company’s common shares will be delisted effective with the open of business on Thursday, May 18, 2006. Nasdaq rules allow an appeal within 15 days. However, the filing of an appeal will not stay the delisting decision. The Company has not yet determined whether it will appeal the decision.
On May 16, 2006, the Company issued a press release announcing it had received the Notice from Nasdaq. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
99.1 Press Release, dated May 16, 2006
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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.
| 724 SOLUTIONS INC. |
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| By: | /s/ Stephen Morrison |
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| Name: | Stephen Morrison |
| Title: | Chief Financial Officer and
Senior Vice President, Corporate Services |
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Dated: May 17, 2006 | | |
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