0001171843-15-006211.txt : 20151111 0001171843-15-006211.hdr.sgml : 20151111 20151110161517 ACCESSION NUMBER: 0001171843-15-006211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151104 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20151110 DATE AS OF CHANGE: 20151110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER EXHIBITIONS, INC. CENTRAL INDEX KEY: 0000796764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 201424922 STATE OF INCORPORATION: FL FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24452 FILM NUMBER: 151219110 BUSINESS ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 404-842-2600 MAIL ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: RMS TITANIC INC DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESPONSE MEDICAL INC /FL/ DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: CIP HOLDINGS INC DATE OF NAME CHANGE: 19930302 8-K 1 gff8k_111015.htm FORM 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): November 4, 2015

 

__________

 

Premier Exhibitions, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Florida 000-24452 20-1424922
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
          
     
3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326
 (Address of Principal Executive Offices) (Zip Code)

 

 

Registrant’s telephone number, including area code    (404) 842-2600

 

  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))

 

 

 

 
 

 

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

 

On November 4, 2015, Premier Exhibitions, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) relating to the Company’s merger transaction with Dinoking Tech Inc. (the “Merger”).   The Notice informed the Company of Nasdaq’s determination that the Merger was a “Change of Control” pursuant to Nasdaq Listing Rule 5110(a), and that the post-transaction entity was required to submit a listing application satisfying Nasdaq’s initial listing criteria.  The Notice indicated that: (i) Nasdaq was unable to complete its review of the Company’s listing application due to incomplete responses by the Company to certain Nasdaq comments; (ii) the Company did not comply with the minimum $4 requirement for an initial listing, as stated in Nasdaq Listing Rule 5505(a); and (iii) accordingly, that Nasdaq intended to delist the Company. 

 

The Company is permitted, and intends to, appeal the Nasdaq determination to a Hearings Panel.  The Company must notify Nasdaq of its intent to appeal the determination no later than November 11, 2015.  There can be no assurance that the Company’s appeal, even if timely made, will be successful or that the Company will be able to formulate or implement a plan satisfactory to the Hearings Panel that allows it to regain compliance and maintain the listing of its common stock on Nasdaq.

 

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 5, 2015, Mark Sellers resigned from the Board of Directors of the Company, effective as of that date.

 

 

 

 

 

 

 
 

 

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.

 

  Premier Exhibitions, Inc.
       
  By:   /s/ Michael J. Little  
    Michael J. Little  
    Chief Financial Officer and Chief Operating Officer

 

Date: November 10, 2015