0001053374-17-000067.txt : 20170919 0001053374-17-000067.hdr.sgml : 20170919 20170919165624 ACCESSION NUMBER: 0001053374-17-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170915 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20170919 DATE AS OF CHANGE: 20170919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPASS INC CENTRAL INDEX KEY: 0001053374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 931214598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50327 FILM NUMBER: 171092496 BUSINESS ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6502324100 MAIL ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 8-K 1 v_2xipassform8-k2017nasdaq.htm 8-K Document



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 2017

 
iPass Inc.
(Exact name of Registrant as specified in its charter)
 

Delaware
 
000-50327
 
93-1214598
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

3800 Bridge Parkway, Redwood Shores, California
 
94065
(Address of principal executive offices)
 
(Zip Code)
(650) 232-4100
(Registrant’s telephone number, including area code)

 
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))
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 Continued Listing Rule or Standard; Transfer of Listing.
On September 15, 2017, iPass Inc. received a letter from the listing qualifications department of the NASDAQ Stock Market (“NASDAQ”) notifying iPass that for the last 30 consecutive business days the bid price of iPass’s common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of NASDAQ listing rule 5450(a)(1).
 
In accordance with listing rule 5810(c)(3)(A), iPass has 180 calendar days, or until March 14, 2018, to regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of iPass’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days before March 14, 2018.
 
If iPass’s common stock does not achieve compliance by March 14, 2018, iPass may be eligible for an additional 180-day period to regain compliance if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides written notice to NASDAQ of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the NASDAQ staff that iPass will not be able to cure the deficiency, or if iPass does not meet the other listing standards, NASDAQ could provide notice that iPass’s common stock will become subject to delisting. In the event iPass receives notice that its common stock is being delisted, NASDAQ rules permit iPass to appeal any delisting determination by the NASDAQ staff to a Hearings Panel.
 
iPass intends to actively monitor the closing bid price of its common stock between now and March 14, 2018, and will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price rule.

iPass Inc.
By: /s/ Darin Vickery                
Darin Vickery
Chief Financial Officer

Dated: September 19, 2017