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 18, 2023
Energy Services of America Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-32998 | 20-4606266 |
(State or Other Jurisdiction
of Incorporation) | (Commission File
No.) | (I.R.S. Employer
Identification No.) |
| 75 West 3rd Ave., Huntington, West Virginia | 25701 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (304) 522-3868
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 (see General Instruction A.2. below):
| ¨ | 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 240.13e-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, par value $0.0001 | ESOA | 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.
(a) On May 18, 2023, Energy Services of America Corporation (the “Company”) received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The notification letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
The Company filed a Notification of Late Filing on Form 12b-25 on May 15, 2023, indicating that the filing of the Form 10-Q would be delayed due to the need to restate the Company’s previously issued audited consolidated financial statements for the fiscal years ended September 30, 2022 and 2021 and certain related interim periods.
Nasdaq has informed the Company that the Company must submit a plan of compliance (the “Plan”) within 60 calendar days, or no later than July 17, 2023, addressing how it intends to regain compliance with Nasdaq’s listing rules and, if Nasdaq accepts the Plan, it may grant an extension of up to 180 calendar days from the Form 10-Q original filing due date, or until November 13, 2023, to regain compliance.
The Company’s management is working diligently to complete the Form 10-Q and intends to file the Form 10-Q as soon as practicable.
A press release, dated May 24, 2023, disclosing the Company’s receipt of the Nasdaq notification letter is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| 104 | Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL |
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, hereunto duly authorized.
| | | ENERGY SERVICES OF AMERICA CORPORATION |
| | | |
| | | |
| DATE: May 24, 2023 | By: | /s/ Charles Crimmel |
| | | Charles Crimmel |
| | | Chief Financial Officer |
