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): February 26, 2019

 

One Horizon Group, Inc.

(Exact name of registrant as specified in charter)

 

Delaware   001-36530   46-3561419

(State or other
jurisdiction of

incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

649 NE 81st Street

Miami, Florida 33138

(Address of principal executive offices)(Zip Code)

 

+44(0)20 7409 5248

(Registrant’s telephone number)

 

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 (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ 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 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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.

 

On February 26, 2019, Martin Ward, Chief Financial Officer of One Horizon Group, Inc. (the “Company”), approved the voluntary termination of the listing of its common stock on the NASDAQ Capital Market. Also on February 26, 2019, the Company notified The Nasdaq Stock Market LLC (“NASDAQ”) of its intent to withdraw its common stock from listing on the NASDAQ Capital Market. The Company intends to voluntarily terminate its NASDAQ listing upon compliance with all requirements of Rule 12d2-2(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file an application on Form 25 with the Securities and Exchange Commission (the “Commission”) on March 8, 2019. It is anticipated that the delisting will become effective on March 18, 2019, 10 days after filing the Form 25. The Company intends to file an application to have its common stock quoted on the OTCQB tier of the OTC Markets. The Company does not expect the transition to the OTCQB to affect the Company’s business operations.

 

On May 10, 2018, the Company received notice (the “Notice”) from NASDAQ indicating that the Company’s common stock did not meet the continued listing requirement as set forth in NASDAQ Listing Rule 5550(a)(2) based on the closing bid price of the common stock for the preceding 30 business days. The Company disclosed the Notice on that certain Current Report on Form 8-K filed with Commission on May 15, 2018.

 

Under NASDAQ Listing Rule 5810(c)(3)(A), the Company received a 180-calendar day grace period from the date of the Notice to regain compliance by meeting the continued listing standard of a minimum closing bid price of at least $1.00 per share for 10 consecutive business days during the 180-calendar day grace period ended on November 6, 2018. During the grace period, the Company was unable to regain compliance with the minimum bid price standard.

 

In accordance with NASDAQ Listing Rule 5810(c)(3)(A), in addition to such initial grace period, the Company could be afforded an additional 180-calendar day compliance period, provided that on the 180th calendar day of the initial grace period, the Company (i) met the applicable market value of publicly held shares requirement for continued listing and all other applicable requirements for initial listing on The NASDAQ Capital Market (except for the bid price requirement) and (ii) notified NASDAQ of its intent to cure the minimum bid price deficiency. Prior to expiration of the initial grace period, the Company requested an additional 180-calendar day compliance period and notified NASDAQ of the Company’s compliance with the stated listing standards and its intent to cure the minimum bid price deficiency through a reverse stock split, if necessary. On November 7, 2018, the Company received written notification from NASDAQ granting an additional 180-calendar day period, which expires on May 6, 2019, to regain compliance with the minimum bid price requirement described above. This second 180-calendar day period relates exclusively to the bid price deficiency and we could be delisted during the 180-calendar day period for failure to maintain compliance with any other listing requirements that occurs during the 180-calendar day period.

 

During subsequent interactions between the Company and NASDAQ, it became apparent that NASDAQ may make a finding of noncompliance with the stockholder approval requirements of NASDAQ Listing Rule 5635 and may initiate delisting proceedings against the Company.

 

As a result of the foregoing, the Company made the decision to voluntarily terminate its NASDAQ listing.

 

Item 7.01 Regulation FD Disclosure.

 

On February 26, 2019, the Company issued a press release regarding its voluntary delisting from NASDAQ. A copy of the press release is attached as Exhibit 99.1. 

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, 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, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release issued on February 26, 2019.

 

 

 

 

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.

 

  ONE HORIZON GROUP, INC.  
       
Date:     February 26, 2019 By: /s/ Martin Ward  
    Martin Ward  
    Chief Financial Officer