Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed in Jason Industries, Inc.'s (the "Company") Current
Report on Form 8-K filed on July 3, 2019, the Company received notice from The
Nasdaq Stock Market ("Nasdaq") indicating that the Company did not satisfy
Nasdaq Listing Rule 5550(b)(2), insofar as the market value of the Company's
listed securities was less than $35 million for the previous 30 consecutive
business days, and in accordance with the Nasdaq Listing Rules, the Company had
been provided a 180-day grace period within which to regain compliance with that
requirement, through December 30, 2019.
On January 3, 2020, the Company received a letter from the Nasdaq Listing
Qualifications Staff indicating that, based upon the Company's continued
non-compliance with Nasdaq Listing Rule 5550(b)(2), which requires an issuer to
maintain a market value of listed securities of at least $35 million, the
Company's securities would be subject to delisting from The Nasdaq Capital
Market unless the Company timely requests a hearing before a Nasdaq hearings
panel.
Also, as previously disclosed in the Company's Current Report on Form 8-K filed
on July 17, 2019, the Company received an additional notice from Nasdaq
indicating that the Company did not satisfy Nasdaq Listing Rule 5500(a)(2),
insofar as the bid price for the Company's common stock was less than $1.00 per
share for the previous 30 consecutive business days, and in accordance with the
Nasdaq Listing Rules, the Company had been provided a 180-day grace period
within which to regain compliance with that requirement, through January 7,
2020.
On January 8, 2020, the Company received a second letter from the Nasdaq Listing
Qualifications Staff indicating that, based upon the Company's continued
non-compliance with Nasdaq Listing Rule 5550(a)(2), which requires an issuer to
maintain a bid price of at least $1.00 per share, the Company's securities would
be subject to delisting from The Nasdaq Capital Market unless the Company timely
requests a hearing before a Nasdaq hearings panel.
The Company does not intend to request a hearing before that panel in regards to
non-compliance with Nasdaq Listing Rule 5500(b)(2) or Nasdaq Listing Rule
5500(a)(2) and, as a result, trading of the Company's common stock on The Nasdaq
Capital Market will be suspended at the opening of business on January 14, 2020.
The Company anticipates pursuing the trading of its common stock on the OTC
market. The Company can provide no assurance that the common stock will commence
or continue to trade on this market, whether broker-dealers will continue to
provide public quotes of the common stock on this market, whether the trading
volume of the common stock will be sufficient to provide for an efficient
trading market or whether quotes for the common stock will continue on this
market in the future.
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In no event will the foregoing affect the Company's business operations or its
reporting with the Securities and Exchange Commission and does not conflict with
or cause an event of default under any of the Company's material debt or other
agreements.
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