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): April 18, 2016
| InterCloud Systems, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 000-32037 | | 0963722 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
1030 Broad Street Suite 102 Shrewsbury, NJ 07702 | | 07702 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code:(732) 898-6308 |
| |
| (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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 18, 2016, InterCloud Systems, Inc., a Delaware corporation (the “Company”), received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) for continued listing because the Company had not yet filed its Annual Report on Form 10-K for the period ended December 31, 2015 (the “2015 10-K”).
As previously disclosed in the Company’s Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission on March 30, 2016, during the fourth quarter of 2015 and the first quarter of 2016, the Company entered into numerous financings and effected the disposition of a subsidiary. The Company expects to complete its review process and file the 2015 10-K in advance of the due date, or June 17, 2016, in order to regain compliance with Nasdaq Listing Rule 5250(c)(1).
The Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release, dated April 22, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | INTERCLOUD SYSTEMS, INC. |
| | | |
| Date: April 22, 2016 | By: | /s/Mark E. Munro |
| | | Mark E. Munro Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release, dated April 22, 2016. |
