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  Listing Council Decision 2018-4
Identification Number 1664

Rule 5250(c)(1). Obligation to File Periodic Financial Reports 

A Company shall timely file all required periodic financial reports with the Commission through the EDGAR System or with the Other Regulatory Authority. A Company that does not file through the EDGAR System shall supply to Nasdaq two (2) copies of all reports required to be filed with the Other Regulatory Authority or email an electronic version of the report to Nasdaq at All required reports must be filed with Nasdaq on or before the date they are required to be filed with the Commission or Other Regulatory Authority. Annual reports filed with Nasdaq shall contain audited financial statements.

Issue: At issue is whether the Listing Council has discretion to allow a company to remain listed notwithstanding that it has been and remains delinquent in filing its periodic financial reports.

Determination: Affirm the decision to suspend and delist the Company.

The Listing Council finds that delisting the Company is appropriate due to the Company's non-compliance with Nasdaq Listing Rule 5250(c).  Although the Company regained partial compliance during the pendency of the appeal, it remains delinquent as its most recent Quarterly Report on Form 10-Q.  Even if the Company had regained compliance fully with Rule 5250(c), the Listing Council would have still concluded, consistent with its discretion under Rule 5101, that the continued listing of its securities on Nasdaq would be inadvisable.  While the Company has made significant strides to date to reform its corporate culture, these strides are insufficient to overcome the Listing Council's concerns about whether the Company – whose Board of Directors and executive management team were almost entirely re-constituted only a few months ago – has regained its proper footing.

Publication Date*: 11/29/2018 Mailto Link Identification Number: 1664
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