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): May 16, 2018

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 000-52170 (Commission File Number) 20-5997364 (I.R.S. Employer Identification No.)

600 West Chicago Avenue Suite 850 Chicago, Illinois	60654
(Address of principal executive offices)	(Zip Code)

(312) 642-3700

(Registrant’s telephone number, including area code)

	N/A
(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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 o

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. o

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 11, 2018, InnerWorkings, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 indicating that the Form 10-Q filing would be delayed as a result of additional time required by the Company to complete the previously announced restatement of certain of its historical financial statements. On May 16, 2018, the Company received a customary notification letter from NASDAQ stating that, as a result of not having timely filed its Form 10-Q for the quarter ended March 31, 2018, the Company is not currently in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the U.S. Securities and Exchange Commission.

The NASDAQ letter has no immediate effect on the listing or trading of the Company’s common stock. The letter requests that the Company submit a plan to regain compliance with respect to NASDAQ’s listing standards no later than July 16, 2018. However, the Company anticipates that it will file the Form 10-Q in advance of that date, and therefore, believes that submission of a plan will not be necessary.

On May 18, 2018, the Company issued a press release disclosing the Company’s receipt of the NASDAQ letter. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.	Description
99.1	Press Release dated May 18, 2018.

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.

	INNERWORKINGS, INC.
Dated: May 18, 2018	By:	/s/ Charles D. Hodgkins III
	Name:		Charles D. Hodgkins III
	Title:		Interim Chief Financial Officer

EX-99.1

InnerWorkings Receives Anticipated Letter from NASDAQ Due to Late Form 10-Q

CHICAGO, IL – May 18, 2018 –InnerWorkings, Inc.(NASDAQ: INWK), the leading global marketing execution firm, announced that, as a result of not having timely filed its Form 10-Q for the quarter ended March 31, 2018, it has received a customary notification letter from NASDAQ, stating that the Company is not currently in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”). The Form 10-Q filing is delayed as a result of additional time required by the Company to complete the restatement of certain of its historical financial statements, as previously disclosed on May 7, 2018.

Such notices are routinely issued by NASDAQ when there are late filings with the SEC. The NASDAQ letter has no immediate effect on the listing or trading of the Company’s common stock. The letter requests that the Company submit a plan to regain compliance with respect to NASDAQ’s listing standards no later than July 16, 2018. However, the Company anticipates that it will file the Form 10-Q in advance of that date, and therefore, believes that submission of a plan will not be necessary.

About InnerWorkings

InnerWorkings, Inc. (NASDAQ: INWK) is the leading global marketing execution firm serving Fortune 1000 brands across a wide range of industries. As a comprehensive outsourced enterprise solution, the Company leverages proprietary technology, an extensive supplier network and deep domain expertise to streamline the production of branded materials and retail experiences across geographies and formats. InnerWorkings is headquartered in Chicago, IL and employs 2,000 individuals to support global clients in the execution of multi-faceted brand campaigns in every major market around the world. Among the many industries InnerWorkings serves are: retail, financial services, hospitality, consumer packaged goods, not-for-profits, healthcare, food & beverage, broadcasting & cable, automotive, and transportation. For more information visit: www.inwk.com.

Forward-Looking Statements

This release contains forward-looking statements under the federal securities laws. We can give no assurance regarding any of these statements. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. These statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. For a discussion of important factors that could affect our actual results, please refer to our SEC filings, including the “Risk Factors” section of our most recently filed Form 10-K.

Contact:

InnerWorkings, Inc.

Bridget Freas

312-589-5613