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 8, 2019
TEL-INSTRUMENT ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
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New Jersey |
001-31990 |
22-1441806 |
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(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Branca Road
East Rutherford, New Jersey 07073
(Address of principal executive offices)
(201) 933-1600
(Telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 in Rule 405 of the Securities 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.
As previously disclosed in Current Reports on Form 8-K filed on August 14, 2018 and on December 26, 2018, on August 8, 2018, Tel-Instrument Electronics Corp. (the “Company”) received a letter (the “Letter”) from the staff (the “Staff”) of the NYSE American LLC (the “Exchange”) stating that, based on the Company’s financial statements at March 31, 2018, the Company is not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide, which requires that a company’s stockholders’ equity be $4.0 million or more if it has reported net losses in three of its last four fiscal years (the “Stockholders’ Equity Requirement”). The Company appealed such determination; however, on March 8, 2019, the Company received notice from the Exchange’s Listing Qualifications Panel (the “Panel”) that the Panel agreed with the Staff’s determination to initiate delisting proceedings. As a result of the Panel’s determination, the Staff suspended trading in the Company’s common stock that same day and, in accordance with Section 1204(d) of the Exchange’s Company Guide, will file an application with the Securities and Exchange Commission (the “SEC”) to strike the Company’s common stock from listing and registration with the Exchange when and if authorized, in accordance with Sections 1205(g), 1206(d) and/or 1206(e) of the Exchange’s Company Guide.
The Company’s common stock is quoted on the OTC Markets’ Pink Current Information Marketplace under the trading symbol of “TIKK”. The Company will continue to meet its obligations to file periodic and other reports with the SEC under applicable federal securities laws.
A copy of the press releases issued in connection with the delisting from the NYSE American are attached as Exhibits 99.1 and 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1* Press Release dated March 11, 2019
99.2* Press Release dated March 13, 2019
*Filed herewith
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 thereunto duly authorized.
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TEL-INSTRUMENT ELECTRONICS CORP. |
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Date: March 13, 2019 |
By: |
/s/ Joseph P. Macaluso |
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Name: Joseph P. Macaluso |
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Title: Principal Accounting Officer |
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Exhibit 99.1
Tel-Instrument Electronics Corp. Disappointed With
NYSE American Decision, Will Trade on the OTC Markets
East Rutherford, NJ – March 11, 2019 – Tel-Instrument Electronics Corp. (“Tel” or the “Company”), a leading designer and manufacturer of avionics test and measurement solutions, was advised that the NYSE American denied the Company’s appeal to remain listed on the NYSE American, and that trading on NYSE American in the Company’s common stock - trading symbol “TIK” - has been suspended immediately. The Company’s common stock will continue to trade on the OTC Markets under the same trading symbol.
Jeff O’Hara, Tel’s President and CEO stated, “We are disappointed with the NYSE’s decision to delist the Company and not provide an additional extension to meet their minimum net worth requirement. We provided compelling evidence that we should regain compliance within the next nine to twelve months as a result of strong growth in revenues and profitability. We were not willing to raise additional equity capital, and dilute our current shareholders, to meet an arbitrary deadline. The Company is exploring alternatives for the quotation of its common stock to ensure the best possible trading platform for our shareholders.”
About Tel-Instrument Electronics Corp
Tel-Instrument is a leading designer and manufacturer of avionics test and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. Tel-Instrument provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. For further information please visit our website at www.telinstrument.com.
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This press release includes statements that are not historical in nature and may be characterized as “forward-looking statements,” including those related to future financial and operating results, benefits, and synergies of the combined companies, statements concerning the Company’s outlook, pricing trends, and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies, and their results, long-term goals of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. All predictions as to future results contain a measure of uncertainty and, accordingly, actual results could differ materially. Among the factors which could cause a difference are: changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. A number of these factors are discussed in the Company’s previous filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
Contact:
Tel-Instrument Electronics Corp.
Joseph P. Macaluso, 201-933-1600
Exhibit 99.2
Tel-Instrument Electronics Corp. Trades on OTC Market with Symbol TIKK
East Rutherford, NJ – March 13, 2019 – Tel-Instrument Electronics Corp. (“Tel” or the “Company”), a leading designer and manufacturer of avionics test and measurement solutions, has commenced trading of its common stock on the OTC Markets under the trading symbol “TIKK”.
The Company is exploring alternatives for the quotation of its common stock to ensure the best possible trading platform for our shareholders, and will continue to meet its obligations to file periodic and other reports with the SEC under applicable federal securities laws.
About Tel-Instrument Electronics Corp
Tel-Instrument is a leading designer and manufacturer of avionics test and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. Tel-Instrument provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. For further information please visit our website at www.telinstrument.com.
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This press release includes statements that are not historical in nature and may be characterized as “forward-looking statements,” including those related to future financial and operating results, benefits, and synergies of the combined companies, statements concerning the Company’s outlook, pricing trends, and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies, and their results, long-term goals of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. All predictions as to future results contain a measure of uncertainty and, accordingly, actual results could differ materially. Among the factors which could cause a difference are: changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. A number of these factors are discussed in the Company’s previous filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
Contact:
Tel-Instrument Electronics Corp.
Joseph P. Macaluso, 201-933-1600