8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 4, 2017

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FENIX PARTS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-37382	46-4421625
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

One Westbrook Corporate Center, Suite 920

Westchester, Illinois 60154

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(708) 407-7200

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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

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

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

c 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

On April 4, 2017, the Nasdaq Hearings Panel (the "Panel") issued a decision granting the Company’s request for the continued listing of its common stock on The Nasdaq Stock Market (“Nasdaq”), which decision followed upon the Company’s filing of its Quarterly Reports on Form 10-Q for its fiscal quarters ended September 30, 2016 and June 30, 2016 (the "Quarterly Reports") and the Company’s hearing before the Panel on March 30, 2017. As previously reported, the Company had failed to meet the terms of the exception granted by Nasdaq, which gave the Company until February 13, 2017 to file its late Quarterly Reports. Pursuant to the Panel’s decision, the Company’s continued listing on Nasdaq is subject to the Company filing with the Securities and Exchange Commission (1) its Annual Report on Form 10-K for the year ended December 31, 2016 by May 26, 2017 (the “2016 Form 10-K”) and (2) its Quarterly Report on Form 10-Q for the period ended March 31, 2017 by June 30, 2017. The Company is also required to provide prompt notification of any significant events that occur during this exception period which call into question the Company's historical financial information or ability to maintain compliance with any Nasdaq listing requirement or exception deadline. The Panel reserved the right to reconsider the terms of the exception. Furthermore, the Nasdaq Listing and Hearing Review Council has the right to review the Panel's decision within 45 days after its issuance.

Separately and as expected, the Company received a delinquency letter on April 5, 2017 from the Nasdaq Listing Qualifications staff in connection with its inability to timely file the 2016 Form 10-K, as required by Nasdaq Listing Rule 5250(c)(1). While the notice indicated that the Panel would consider the matter in connection with the Company’s continued listing and that the Company should present its views to the Panel with respect to this additional deficiency no later than April 12, 2017, this delinquency was anticipated and factored into the Panel’s decision discussed above, which granted the Company an exception until May 26, 2017 to file the 2016 Form 10-K.

On April 5, 2017, the Company issued a press release announcing the decision of the Panel and the receipt of the deficiency letter, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated April 5, 2017

Signature

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.

Date: April 5, 2017

Fenix Parts, Inc.
By:	/s/ Kent Robertson
Name:	Kent Robertson
Title:	President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

At Fenix Parts:

Scott Pettit

Chief Financial Officer

scottpettit@fenixparts.com

Investor and Media Inquiries:

Chris Kettmann

773-497-7575

ckettmann@clermontpartners.com

Fenix Parts Receives Positive Nasdaq Listing Determination

Receives Expected Delinquency Notice for the 2016 Form 10-K

WESTCHESTER, IL - April 5, 2017 - Fenix Parts, Inc. (Nasdaq: FENX), a leading recycler and reseller of original equipment manufacturer (“OEM”) automotive products, today announced that the Nasdaq Hearings Panel (the "Panel") issued a decision granting the Company’s request for the continued listing of its common stock on The Nasdaq Stock Market (“Nasdaq”). The Company’s continued listing on Nasdaq is subject to, among other things, the Company filing with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) by May 26, 2017. In addition, on or before June 30, 2017, the Company is required to file its Quarterly Report on Form 10-Q for the period ended March 31, 2017.

“We recently presented our detailed plan of compliance and are pleased that the Panel has granted us additional time to complete our SEC filings,” said Kent Robertson, CEO of Fenix Parts. “We are working diligently, in conjunction with our audit firm, to complete the annual and first quarter filings.”

Separately and as expected, the Company received a delinquency notice from the Nasdaq Listing Qualifications staff in connection with its inability to timely file the 2016 Form 10-K, as required by Nasdaq Listing Rule 5250(c)(1). The Company’s inability to timely file the 2016 Form 10-K was the result of delays associated with its quarterly SEC periodic reports, and the fact that the Company filed its Quarterly Report on Form 10-Q for the period ended September 30, 2016 on March 29, 2017. This was fully explained to the Panel at the hearing on March 30, 2017 and was factored into the Panel’s decision discussed within.

About Fenix Parts

Fenix Parts is a leading recycler and reseller of original equipment manufacturer (“OEM”) automotive products. The company’s primary business is auto recycling, which is the recovery and resale of OEM parts, components and systems reclaimed from damaged, totaled or low value vehicles. Customers include collision repair shops (body shops), mechanical repair shops,

auto dealerships and individual retail customers. Fenix provides its customers with high-quality recycled OEM products, extensive inventory and product availability, responsive customer service and fast delivery.

Fenix was founded in 2014 to create a network that offers sales, fulfillment and distribution in key regional markets in the United States and Canada. The Fenix companies have been in business an average of more than 25 years and currently operate from 16 locations throughout the Eastern U.S. and in Ontario, Canada.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by use of words such as "may, will, should, anticipates, believes, expects, plans, future, intends, could, estimate, predict, projects, targeting, potential or contingent," the negative of these terms or other similar expressions. Our actual results could differ materially from those discussed or implied herein.

We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings. These filings are available online at www.sec.gov, www.fenixparts.com or upon request from Fenix Parts.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.