---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0060
Expires: April 30, 2009
Estimated average
burden
hours per response....38.0
---------------------------
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) June 18, 2007
--------------------------------
MathStar, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-51560 41-1881957
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
19075 N.W. Tanasbourne Drive, Suite 200, Hillsboro, Oregon 97124
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 726-5500
-----------------------------
- --------------------------------------------------------------------------------
(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 Instructions 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))
Section 3 - Securities and Trading Markets
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
(a) As previously reported, on May 16, 2007, MathStar, Inc. (the "Company") was
advised by the NASDAQ Listing Qualifications Department that The NASDAQ Stock
Market ("NASDAQ") was reviewing the Company's eligibility for continued listing
on The NASDAQ Global Market because the Company did not comply with the minimum
$10,000,000 stockholders' equity requirement for continued listing set forth in
Marketplace Rule 4450(a)(3). To facilitate the review, NASDAQ asked the Company
to provide to NASDAQ on or before May 31, 2007 a specific plan and time frame to
achieve and sustain compliance with all NASDAQ Global Market listing
requirements, including the minimum stockholders' equity standard.
On May 23, 2007, the Company submitted its plan to NASDAQ and stated that it
expected to gain compliance with the stockholders' equity requirement when it
completed its public offering of its common stock.
On June 18, 2007, the Company closed on its public offering and received net
proceeds from the sale of its shares, after the payment of underwriting
discounts and commissions and offering expenses, of approximately $32.4 million.
As a result of the closing in the Company's public offering, it now has
approximately $36.4 million in stockholders' equity based on its stockholders'
equity as of May 31, 2007. Therefore, as of the date of this Current Report on
Form 8-K, the Company believes it has regained compliance with the stockholders'
equity requirement of NASDAQ Rule 4450(a)(3).
NASDAQ will continue to monitor the Company's ongoing compliance with the
stockholders' equity requirement and, if at the time of the Company's next
periodic report the Company does not evidence compliance, it may be subject to
delisting.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibit listed below is filed herewith:
99.1 Press Release dated June 18, 2007.
2
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.
MathStar, Inc.
Date: June 18, 2007
By /s/ James W. Cruckshank
------------------------------------
Vice President of Administartion
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)