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): September 1, 2015
QUEST RESOURCE HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Nevada | | 001-36451 | | 51-0665952 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
6175 Main Street, Suite 420 Frisco, Texas | | 75034 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (972) 464-0004
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 240.13e-4(c)) |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 1, 2015, we received a notification from Nasdaq Listing Qualifications (“Nasdaq”) advising us that our common stock had not maintained a minimum closing bid price of $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”) as required by Nasdaq Listing Rule 5555(a)(2). We have 180 calendar days, or until February 29, 2016 (the “Compliance Deadline”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement, the bid price of our common stock must close at or above $1.00 per share for a minimum of ten consecutive business days prior to the Compliance Deadline.
If we do not regain compliance by the Compliance Deadline, we may be eligible for additional time to regain compliance. To qualify for such additional time, we will be required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If we meet these requirements, Nasdaq may grant us an additional 180 calendar days (the “Extended Compliance Deadline”) to regain compliance. If it appears to Nasdaq that we will not be able to cure the deficiency, or if we are not otherwise eligible, our securities will be subject to delisting. At that time, we may appeal the delisting determination to a Hearings Panel.
We intend to monitor the closing bid price of our common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement. However, we cannot provide any assurance that our common stock will trade at levels necessary to regain and maintain compliance with the Minimum Bid Price Requirement before the Compliance Deadline or the Extended Compliance Deadline, as applicable.
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 hereunto duly authorized.
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| Date: September 4, 2015 | | | | QUEST RESOURCE HOLDING CORPORATION |
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| | | | | | By: | | /s/ Laurie L. Latham |
| | | | | | | | Laurie L. Latham |
| | | | | | | | Senior Vice President and Chief Financial Officer |
