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 20, 2011
NANOPHASE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
0-22333 |
36-3687863 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1319 Marquette Drive, Romeoville, Illinois |
60446 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (630) 771-6700
________________________________________________________________________________
(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 May 17, 2011, Nanophase Technologies Corporation (the "Company") received a notice from the Listing Qualifications Department of the NASDAQ Stock Market ("NASDAQ") stating that, as of the most recent quarterly reporting period, the Company's reported Stockholders Equity of $9,979,845 fell below the $10,000,000 required by NASDAQ Listing Rule 5450(b)(1)(A), and the Company did not meet other available continued listing standards for the NASDAQ Global Market. The notice stated that the Company has been provided 45 calendar days either to submit a plan for regaining compliance with the NASDAQ Listing Rules or apply to transfer its listing to the NASDAQ Capital Market. Today, May 20, 2011, the Board of Directors of the Company decided to apply to transfer the Company's listing to the NASDAQ Capital Market and the Company promptly filed such application. Subsequently on May 20, 2011, the Company announced that it had applied to transfer its listing to the NASDAQ Capital Market, where the continued listing equity requirement is $2,500,000 (under one of the three continued listing standards), and alternative continued listing standards were lower than the comparable items in the typically larger NASDAQ Global Market. The Company believes that a transfer to the NASDAQ Capital Market would allow it to retain the benefits of its relationship and listing on the NASDAQ Exchange and place it among peer companies of more comparable size. The Company filed a press release on May 20, 2011, which is attached as an exhibit to this filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated May 20, 2011
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NANOPHASE TECHNOLOGIES CORPORATION
(Registrant) |
||
| May 20, 2011
(Date) |
/s/ FRANK CESARIO
FRANK CESARIO Chief Financial Officer |
| Exhibit Index | ||
| 99.1 | Press release dated May 20, 2011 | |
EXHIBIT 99.1
ROMEOVILLE, Ill., May 20, 2011 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (Nasdaq:NANX), a technology leader in the development of advanced nanoengineered products, announced today that it has applied to transfer its listing from the NASDAQ Global Market to the NASDAQ Capital Market.
Nanophase president and CEO Jess Jankowski commented, "We initially chose to be listed on the NASDAQ Global Market in 1997, but based on our current market capitalization and the listing criteria for the NASDAQ Global Market, we are now a better fit for the Nasdaq Capital Market trading system. We believe that applying for listing on the NASDAQ Capital Market serves the best interests of Nanophase and its shareholders."
Jankowski continued, "There are approximately 500 companies listed on the Nasdaq Capital Market, the largest of which has a market capitalization exceeding $2 billion. As a small-cap growth company, we believe the Capital Market will provide an appropriate platform for the listing of our securities. Companies listed on the NASDAQ Capital Market enjoy the benefits of a NASDAQ listing with peers generally closer to Nanophase in size. We are looking forward to continuing our longstanding relationship with NASDAQ."
On May 17, 2011, the Company received a notice from The NASDAQ Stock Market stating that the Company's most recently reported Shareholder's Equity of $9,979,845 was below the $10,000,000 required by NASDAQ Listing Rule 5450(b)(1)(A) (the "Rule"), and therefore, the Company was no longer in compliance with the continuing listing standards for the NASDAQ Global Market. The NASDAQ notice stated that the Company has been provided 45 calendar days to submit a plan to regain compliance or to apply for an alternate market listing. If such a plan were accepted, the Company would then have up to 180 days to evidence compliance. The NASDAQ notice has no immediate effect on the listing of the Company's common stock, which continues to trade under the symbol "NANX." The Company believes that a successful transfer to the NASDAQ Capital Market would continue to provide its shareholders the advantages of a NASDAQ listing.
About Nanophase Technologies
Nanophase Technologies Corporation (NANX), www.nanophase.com, is a leader in nanomaterials technologies and provides nanoengineered solutions for multiple industrial product applications. Using a platform of patented and proprietary integrated nanomaterial technologies, the Company creates products with unique performance attributes from two ISO 9001:2008 and ISO 14001 facilities. Nanophase delivers commercial quantity and quality nanoparticles, coated nanoparticles, and nanoparticle dispersions in a variety of media.
CONTACT: Nancy Baldwin
Investor Relations
630-771-6708