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) September 16, 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.
(a) On September 16, 2011, Nanophase Technologies Corporation (the "Company") received a notice from the Listing Qualifications Department of the NASDAQ Stock Market ("NASDAQ") informing that, for the last 30 consecutive business days, the bid price of the Company's common stock had traded below the minimum $1.00 per share requirement for continued inclusion under NASDAQ Listing Rule 5550(a)(2) (the "Rule"). To regain compliance, the bid price of the Company's common stock must close at $1.00 per share or more for a minimum of ten consecutive business days. The notice further provides that the Company will be provided a grace period of 180 calendar days, or through March 14, 2012, to regain compliance with the Rule. If at any time before March 14, 2012 the Company regains compliance, NASDAQ will provide written notice to the Company that it complies with the Rule. If the Company has not regained compliance by March 14, 2012, it may be granted up to an additional 180 calendar days to regain compliance. If the Company has not regained compliance and is not eligible for any additional grace period, NASDAQ will provide written notification that the Company's securities will be delisted. At that time, the Company may appeal NASDAQ's determination to delist its securities to a Listing Qualifications Panel. The Company has not yet determined to take any action in response to this notice, but will evaluate potential responses depending on the trading price of its common stock, and the time remaining in any applicable grace period to regain compliance with the Rule. On September 20, 2011, the Company issued a press release announcing the receipt of the notice from NASDAQ described above. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated September 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) |
||
| September 20, 2011
(Date) |
/s/ FRANK CESARIO
FRANK CESARIO Chief Financial Officer |
| Exhibit Index | ||
| 99.1 | Press release dated September 20, 2011 | |
EXHIBIT 99.1
ROMEOVILLE, Ill., Sept. 20, 2011 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (Nasdaq:NANX), a technology leader in the development of advanced nanoengineered products, announced today that on September 16, 2011, it received notice from the NASDAQ Stock market that the closing price of the Company's common stock had fallen below $1.00 for thirty consecutive business days and the Company therefore currently is not in compliance with NASDAQ Listing Rule 5550(a)(2) (the "Rule").
Nanophase has a 180-day grace period, through March 14, 2012, to regain compliance with the Rule. To regain compliance, the bid price for the Company's common stock must be $1.00 or higher at closing for a minimum of 10 consecutive business days within the 180 day grace period. At the end of the grace period, the Company may be eligible for additional time to regain compliance, up to an additional 180 days. If the Company has not regained compliance and is not eligible for any additional grace period, the Company will receive notification that its securities are subject to delisting from NASDAQ, and it may then appeal that determination to a Hearings panel.
NASDAQ's notice has no effect on the listing of the Company's common stock at this time and its common stock will continue to trade on the NASDAQ Capital Market under the symbol "NANX."
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.
Forward-Looking Statements
This press release contains words such as "expects," "shall," "will,", "believes," and similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company's current beliefs, known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties that could cause the Company's results of operations, performance and achievements to differ materially from current expectations expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, without limitation, the following: a decision by a customer to cancel a purchase order or supply agreement in light of the Company's dependence on a limited number of key customers; uncertain demand for, and acceptance of, the Company's nanocrystalline materials; the Company's manufacturing capacity and product mix flexibility in light of customer demand; the Company's limited marketing experience; changes in development and distribution relationships; the impact of competitive products and technologies; the Company's dependence on patents and protection of proprietary information; the resolution of litigation in which the Company may become involved; the ability of the Company to have its stock listed on an appropriate exchange; and other factors described in the Company's Form 10-K filed March 22, 2011. In addition, the Company's forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.
CONTACT: COMPANY CONTACT:
Nancy Baldwin
Investor Relations
630-771-6708