UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 29, 2016
Towerstream Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
001-33449 |
20-8259086 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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88 Silva Lane Middletown, RI |
02842 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (401) 848-5848
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(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 DFR 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.
Towerstream Corporation (the “Company”) has been notified by The NASDAQ Stock Market LLC ("Nasdaq") that the Nasdaq Listing Qualifications Hearing Panel (the “Panel”) has determined to delist the Company’s common stock, and that trading in the Company's common stock will be suspended on Nasdaq effective with the open of business on December 1, 2016. The Company may appeal the determination, but there is no guarantee that an appeal will be successful and the filing of such an appeal would not stay the Panel’s decision.
The Company has been approved for trading on the OTCQB®, operated by OTC Markets Group Inc., and expects its common stock to begin trading on OTCQB effective December 1, 2016 under its current trading symbol "TWER."
This transition to the OTCQB market does not affect the Company's business operations. The Company will continue to file periodic and certain other reports with the Securities and Exchange Commission under applicable federal securities laws.
The Company currently meets the requirements of the OTCQB market.
As previously disclosed, the Company was before the Panel on July 7, 2016, due to violation of Listing Rule 5550(b)(1), for failure to maintain the required minimum stockholders’ equity requirement or the total assets and total revenues minimums required by that rule. The Company was also in violation of Listing Rule 5550(a)(2), requiring a minimum bid price of over $1.00.
Also as previously disclosed, the Panel issued a decision on July 14, 2016, which extended the Company’s listing while it worked to resolve its deficiencies. The Company was to have evidenced a closing bid price of $1.00 or more for a minimum of the ten prior consecutive trading days by July 24, 2016, a milestone it reached. Thereafter it was to update the Panel at various points on its progress toward completion of its compliance plan to cure the equity deficiency by November 22, 2016. On November 28, 2016, the Company wrote to the Panel to indicate it had not yet reached compliance.
Item 7.01 Regulation FD Disclosure.
On November 29, 2016, the Company issued a press release relating to this development. A copy of the press release is furnished as Exhibit 99.1 of this report.
The information under Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information under Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release Issued November 29, 2016
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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TOWERSTREAM CORPORATION |
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Dated: November 30, 2016 |
By: /s/ Philip Urso |
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Philip Urso |
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Interim Chief Executive Officer |
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Exhibit 99.1
Towerstream Initiates Move to Trade on OTCQB
MIDDLETOWN, R.I., November 29, 2016 – Towerstream Corporation (NASDAQ: TWER) (the “Company”), a leading Fixed-Wireless Fiber Alternative company, announces move to trade on OTCQB under the symbol “TWER” effective December 1, 2016. This transition to the OTCQB market does not affect the Company's business operations. The Company will continue to file periodic and certain other reports with the Securities and Exchange Commission under applicable federal securities laws.
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The company has approximately $12M in cash on hand and has recently reduced its long-term debt by $5M. |
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The Company’s cash burn from operations approximates $1M per quarter and is decreasing. |
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The Company has increased EBITDA in each of the last three quarters. |
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) is a leading Fixed-Wireless Fiber Alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area.
Safe Harbor
Certain statements contained in this press release are “forward-looking statements” within the meaning of applicable federal securities laws, including, without limitation, anything relating or referring to future financial results and plans for future business development activities, and are thus prospective. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Such risks and uncertainties include, without limitation, the risks and uncertainties set forth from time to time in reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained herein. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.
INVESTOR CONTACT:
Terry McGovern
Vision Advisors
415-902-3001
mcgovern@visionadvisors.net