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):
March 27, 2018
CCUR Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37706 | 04-2735766 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4375 River Green Parkway, Suite 210, Duluth, Georgia | 30096 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 305-6435
Not applicable
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined 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 a Continued Listing Rule or Standard; Transfer of Listing
On March 27, 2018, CCUR Holdings, Inc. (the “Company”) issued a press release announcing that its stock will commence trading on the OTCQB Market as of the open of business on March 27, 2018. As previously announced on March 26, 2018, the Company’s trading on The Nasdaq Stock Market will be suspended as of the open of business on March 27, 2018.
A copy of the press release referenced herein is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibit is filed herewith:
| Exhibit No. | Description |
| 99.1 | Press Release dated March 27, 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.
Dated: March 27, 2018
CCUR Holdings, Inc.
(Registrant)
| By: | /s/ Warren Sutherland | ||
| Warren Sutherland | |||
| Chief Financial Officer |
Exhibit 99.1
CCUR Holdings Common Stock Commences Trading on the OTCQB Market
ATLANTA, March 27, 2018 – CCUR Holdings, Inc. (OTCQB:CCUR) (the “Company”) common stock will commence trading on the OTCQB Venture Market at market open today, March 27, 2018. Investors can find Real-Time quotes and market information for the Company on www.otcmarkets.com.
The Company’s Board of Directors is continuing its strategy to evaluate opportunities to maximize stockholder value, including through the acquisition of one or more operating businesses.
About CCUR Holdings, Inc.
CCUR Holdings, Inc. (OTCQB: CCUR) recently divested its linux and real-time business and its content delivery and storage business. The Company trades on the OTCQB Venture Market for early stage and developing U.S. and international companies. The Company’s Board of Directors is in the process of evaluating opportunities intended to maximize the value of its remaining assets, which consists primarily of cash and cash equivalents, short-term investments, sale escrow receivables and net operating loss carryforwards (“NOLs”). This will include the evaluation of opportunities to invest in or acquire one or more operating businesses intended to provide appreciation in value, thereby enhancing the Company’s liquidity, and potentially allowing the Company greater ability to utilize existing NOLs.
Forward Looking Statements
Certain statements in this communication and the documents referenced herein constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “see,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and may include references to assumptions and relate to the Company’s future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this communication may contain forward-looking statements that involve risks and uncertainties that may cause the Company’s actual results to be materially different from such forward-looking statements and could materially adversely affect its business, financial condition, operating results and cash flows. These risks and uncertainties include the successfulness and timing of any appeal or review of the Nasdaq’s decision to delist and suspend trading in the Company’s stock; any uncertainties created by the transition to trading in the Company’s stock on the OTCQB Market; the occurrence of any event, change or other circumstances that could affect the ability of the Company to invest or acquire an operating business or otherwise maximize the Company’s assets; the Company’s ability to compete with experienced investors in the acquisition of one or more businesses; general business conditions; changes in overall economic conditions; the Company’s ability to utilize net operating losses to offset cash taxes in the event of an ownership change as defined by the Internal Revenue Service; changes in and related uncertainties caused by changes in applicable tax laws, the Company’s use of cash or cash equivalents to fund repurchase of its common shares, the current challenging macroeconomic environment; continuing unevenness of the global economic recovery; and the availability of debt or equity financing to support our liquidity needs, as well other risks listed in the Quarterly Report on Form 10-Q filed on February 14, 2018, definitive proxy statement filed on November 6, 2017 or the Company’s Form 10-K filed September 20, 2017 with the Securities and Exchange Commission and risks and uncertainties not presently known to the Company or that the Company currently deems immaterial. The Company wishes to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. The Company does not undertake any obligation to update forward-looking statements, except as required by law.
Investor Relations:
Doug Sherk
(415) 652-9100
dsherk@evcgroup.com