UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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CURRENT REPORT Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 |
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Securities registered pursuant to Section 12(b) of the Act:
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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 (see General Instructions A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Section 3 – Securities and Trading Markets
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(d) On December 21, 2022, Autoscope Technologies Corporation (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Company’s intention to file a “Form 25 – Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934” with the Securities and Exchange Commission (the “SEC”) on or about December 30, 2022. The purpose of the Form 25 filing is to effect the delisting from Nasdaq of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”), and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the Form 25 filing will become effective on January 9, 2023. Upon the effectiveness of the Form 25 filing, the Company also intends to file, on or about January 19, 2023, a Form 15 with the SEC to suspend the Company’s duty to file reports under Sections 13(a) and 15(d) of the Exchange Act and to deregister its Common Stock under Section 12(b) of the Exchange Act.
Concurrently with the delivery of the notification to Nasdaq, the Company issued a press release regarding its intention to voluntarily delist and deregister the Common Stock, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated December 21, 2022, of Autoscope Technologies Corporation.
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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: December 21, 2022 | Autoscope Technologies Corporation | |
By: | /s/ Frank G. Hallowell | |
Frank G. Hallowell | ||
Interim Chief Executive Officer and Chief Financial Officer |
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(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
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EXHIBIT INDEX
Exhibit No. |
Description |
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99.1 |
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Press Release, dated December 21, 2022, of Autoscope Technologies Corporation |
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