Current Report Filing (8-k)
15 September 2017 - 10:05PM
Edgar (US Regulatory)
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
September
11, 2017
Date
of Report (Date of earliest event reported)
DIGILITI
MONEY GROUP, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-37913
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27-2205650
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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18671
Lake Drive East
dellFive
Business Park G
Minneapolis,
MN
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55317
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(952) 698-6980
N/A
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405)
or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging
growth company [X]
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
On
September 11, 2017, Digiliti Money Group, Inc. (the “Company”) received a notice (the “Notice”) from the
Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance
with Listing Rule 5250(c)(1) because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended June
30, 2017 (the “Form 10-Q”). The Notice also indicated that, based on the departure of certain directors of the Company’s
Board of Directors (the “Board”), (
see
, the Company’s Current Reports on Form 8-K filed on September
1, 2017 and September 7, 2017), the Company does not comply with Nasdaq’s majority independent board requirement. Further,
because of the resignation of certain independent directors, the Company does not comply with the audit committee, compensation
committee and nominating committee composition requirements under Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), 5605(d)(2) and
5605(e).
Based
on the discretionary authority given to Nasdaq under Nasdaq Listing Rules, Nasdaq has given the Company until September 20, 2017
to submit a plan as to how it intends to regain compliance with Nasdaq’s continued listing requirements. The Company’s
Board has determined that, while some of the listing disqualifications can be cured promptly, others would require significant
capital and resources that it does not have. The Board has also determined that allowing the delisting of the Company from Nasdaq
would facilitate financing as well as current M&A and restructuring opportunities, which would be more time consuming and
costly to complete while on Nasdaq. As a result, the Board believes that it is in the best interest of the Company to delist from
Nasdaq to facilitate its current restructuring plans. If the Company is delisted from Nasdaq, it intends on applying for listing
on one of the OTCQB, QX or PK markets once it satisfies the appropriate financial reporting and other listing qualification requirements
of such market.
Item
7.01 Regulation FD Disclosure
A
copy of the press release disclosing receipt of the Notice is provided as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
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.
September
15, 2017
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DIGILITI
MONEY GROUP, INC.
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By:
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/s/
Bryan Meier
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Bryan
Meier
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Interim
Chief Executive Officer and Chief Financial Officer
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EXHIBIT
INDEX