-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2eunt9+2V0kovgdx7+NvqzJ6nfDpQrn/89U3YGGLVOLQ3gmSNDAmlg0ng+O0Tjz 2apD1emd5h18313i0H3sxg== 0001181431-11-006556.txt : 20110202 0001181431-11-006556.hdr.sgml : 20110202 20110202091714 ACCESSION NUMBER: 0001181431-11-006556 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110127 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110202 DATE AS OF CHANGE: 20110202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NMT MEDICAL INC CENTRAL INDEX KEY: 0001017259 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 954090463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21001 FILM NUMBER: 11564955 BUSINESS ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6177370930 MAIL ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: NITINOL MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19960619 8-K 1 rrd299204.htm FORM 8-K DELISTING Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  01/27/2011
 
NMT Medical, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-21001
 
Delaware
  
95-4090463
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
27 Wormwood Street, Boston, MA 02210-1625
(Address of principal executive offices, including zip code)
 
617-737-0930
(Registrant’s telephone number, including area code)
 
(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 240.13e-4(c))
 

 
Item 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
    Effective Monday February 7, 2011, the Company's common stock will be delisted from the NASDAQ Capital Market and the Company's common stock will be listed and traded on the OTCQB(TM) Marketplace. The Company's symbol on the OTCQB(TM) will remain NMTI. The OTCQB(TM) market is operated by OTC Markets Group, Inc. and is available only to OTC securities that are registered and fully reporting with the Securities and Exchange Commission (the "SEC") or that report to banking or insurance regulators. Commencing February 7, 2011, investors will be able to view real time stock quotes for NMTI at http://www.otcmarkets.com and through most online broker websites.

    On January 27, 2011, the Company received a staff determination letter (the "Determination Letter") from NASDAQ informing the Company that it had not regained compliance with the requirements for continued listing set forth in NASDAQ listing rule 5550(b)(2) (the "MVLS Rule") as a result of the Company not regai ning compliance with the $35 million minimum market value of listed securities requirement for continued listing on The Nasdaq Capital Market. In that same Determination Letter, the Company was also informed that is had not regained compliance with the requirements for continued listing set forth in NASDAQ listing rule 5550(a)(2) (the "Bid Price Rule"). The Company previously disclosed on a Form 8-K filed on August 4, 2010 with the SEC, that on July 30, 2010 the Company received a letter from the NASDAQ Listing Qualifications Department providing notification that the bid price of the Company's common stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with the Bid Price Rule. In accordance with listing rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until January 26, 2011, to regain compliance with the Bid Price Rule by having a closing bid price for a minimum of ten consecutive business days at $1.00 per share or higher. The Company was not able to regain compliance. The Form 8-K filed on August 4, 2010, also disclosed that a second notification from NASDAQ was received on July 30, 2010, providing notification that, for the previous 30 consecutive business days, the Company also failed to comply with the $35 million minimum market value of listed securities requirement for continued listed on The Nasdaq Capital Market, and as a result failed to comply with the MVLS Rule. In accordance with listing rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until January 26, 2011, to regain compliance with the MVLS Rule by having it's Market Value of Listed Securities close at $35 million or more for a minimum of 10 consecutive business days at anytime during the 180 calendar period. The Company was not able to regain compliance. The Company decided not to appeal the Staff Determination.

    On February 2, 2011, the Company issued a press release (a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K) describing the foregoing.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)        Exhibits.
    See Exhibit Index attached hereto.
 

 

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.
 
           
NMT Medical, Inc.
 
 
Date: February 02, 2011
     
By:
 
/s/    Richard E. Davis
               
Richard E. Davis
               
President and Chief Executive Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
PRESS RELEASE OF NMT MEDICAL, INC. DATED FEBRUARY 2, 2011
EX-99.1 2 rrd299204_34036.htm PRESS RELEASE OF NMT MEDICAL, INC. DATED FEBRUARY 2, 2011

FOR IMMEDIATE RELEASE

Contact: Richard E. Davis

Chief Executive Officer

NMT Medical, Inc.

(617) 737-0930

red@nmtmedical.com

NMT Medical Announces Plans to Begin
Trading on OTCQB Marketplace

BOSTON, Mass., February 2, 2011 - NMT Medical, Inc. (NASDAQ: NMTI) today announced that the Company's securities will cease trading on The NASDAQ Capital Market and will begin trading on the OTCQB™ Marketplace effective with the open of business on February 7, 2011.

Operated by OTC Markets Group Inc., the OTCQB is a market tier for OTC traded companies that are registered and reporting with the Securities and Exchange Commission. The Company's shares will continue to trade under the symbol NMTI on the computerized OTCQB system.  Investors will be able to view Level II Real Time stock quotes for NMT at www.otcmarkets.com.

On July 30, 2010, NMT received a notification from The NASDAQ Stock Market that the bid price of the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing for 30 consecutive days and that its market value was below the $35 million minimum value for listed securities. NMT was given 180 calendar days, or until January 26, 2011, to regain compliance for a minimum of ten consecutive business days. The Company has decided not to appeal to a NASDAQ Hearings Panel for an additional 180-day grace period.

Richard E. Davis, NMT's Chairman, President and Chief Executive Officer, said, "We expect our equity to continue to be actively traded on the OTCQB Marketplace. We will continue to operate and report as a public company and do not believe that this development will affect our ongoing efforts."

About OTC Markets Group

OTC Markets Group Inc. operates the world's largest electronic marketplace for broker-dealers to trade unlisted stocks. Its OTC Link platform supports an open network of competing broker-dealers that provide investors with the best prices in over 10,000 OTC securities. In 2010, securities on OTC Link traded over $144 billion in dollar volume, making it the third largest U.S. equity trading venue after NASDAQ and the NYSE. The wide spectrum of OTC-traded companies are categorized into three tiers-OTCQX (the quality-controlled marketplace for investor friendly companies), OTCQB (the U.S. reporting company marketplace for development stage companies), and OTC

Pink (the speculative trading marketplace). This categorization enables investors to identify the level and quality of information companies provide. To learn more about the OTC Markets Group, visit www.otcmarkets.com.

About NMT Medical, Inc.

NMT Medical is an advanced medical technology company that designs, develops, manufactures and markets proprietary implant technologies that allow interventional cardiologists to treat structural heart disease through minimally invasive, catheter-based procedures. NMT is currently investigating the potential connection between a common heart defect that allows a right-to-left shunt or flow of blood through a defect like a patent foramen ovale (PFO) and brain attacks such as embolic stroke, transient ischemic attacks (TIAs) and migraine headaches. A common right-to-left shunt can allow venous blood, unfiltered and unmanaged by the lungs, to enter the arterial circulation of the brain, possibly triggering a cerebral event or brain attack. More than 34,000 PFOs have been treated globally with NMT's minimally invasive, catheter-based implant technology.

For more information about NMT Medical, please visit www.nmtmedical.com.

 

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements - including statements regarding NMT's expectation that its equity will continue to be actively traded on the OTCQB Marketplace; plans to continue to operate and report as a public company; and belief that this development will not affect NMT's ongoing efforts - involve known and unknown risks, uncertainties or other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that may cause such a difference include, but are not limited to, the Company's ability to develop and commercialize new products, a potential delay in the regulatory process with the U.S. Food and Drug Administration and foreign regulatory agencies, as well as risk fac tors discussed under the heading "Risk Factors" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, Form 10-Q for the quarter ended September 30, 2010 and subsequent filings with the U.S. Securities and Exchange Commission.

 

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