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, 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 May 24, 2016, InterCloud Systems, Inc., a Delaware corporation (the “Company”), received a written notice (the “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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 (the “2016 10-Q”).
As previously disclosed in the Company’s Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission on May 17, 2016,the Company is in the process of preparing and reviewing the financial information and related disclosures of the Company with respect to the fiscal quarter ended March 31, 2016. Furthermore, the Company recently engaged a new auditor.
The Notice provides that the Company has until June 17, 2016 to submit aplan to regaincompliance with NASDAQ’s continued listing requirements. The Company currently intends tosubmit aplan to regaincompliance to NASDAQ on or prior to June 17, 2016 and, if theplan is accepted, NASDAQ can grant an exception of up to 180 calendar days from the original non-compliance date, or October 11, 2016, for the Company to regain compliance.
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 May 27, 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: May 27, 2016 | By: | /s/Mark E. Munro |
| | | Mark E. Munro Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release, dated May 27, 2016. |
4
