Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
26 Décembre 2023 - 9:40PM
On December 26, 2023, Hallmark Financial Services, Inc. provided
notice to the Nasdaq Stock Market LLC of its intention to
voluntarily delist its shares of common stock from the Nasdaq
Global Market. Trading of the Company’s common stock will be
suspended at the open of business on January 5, 2024. The Company
intends to file a Form 25 with the SEC on or about January 5, 2024,
with the delisting of its common stock taking effect no earlier
than ten days thereafter. The Company’s decision to voluntary
delist its shares was based on the Company’s failure to meet two of
the requirements for continued listing on the exchange and the lack
of a viable plan to remediate both such deficiencies within their
established grace periods.
On September 28, 2023, Hallmark Financial
Services, Inc. (the “Company”) was notified by
Nasdaq Regulation that the Company no longer met Rule
5450(b)(1)(c), which requires listed companies on the Nasdaq Global
Market to maintain a minimum “Market Value of Publicly Held Shares”
(or “MVPHS”) of at least $5,000,000 in the last 30
consecutive business days. The rules provide the Company a period
of 180 calendar days to regain compliance with this requirement,
after which the Company will be subject to delisting from the
Nasdaq Global Market. The Company could regain compliance with this
Rule if the MVPHS of its common stock closes at $5,000,000 or above
for at least 10 consecutive business days before the compliance
period expires on March 26, 2024.
However, on November 16, 2023, the Company was
also notified by Nasdaq Regulation that the Company no longer met
Rule 5450(b)(1)(A), which requires companies listed on the Nasdaq
Global Market to maintain a minimum of $10,000,000 in stockholders’
equity for continued listing. Under Nasdaq Rules, the Company has
45 calendar days, or until January 2, 2024, to submit a plan to
regain compliance (a “Remediation Plan”), which if
accepted by Nasdaq could provide the Company an extension of up to
180 days from the date of notice to cure such listing
deficiency.
On December 26, 2023, the Company’s Board of
Directors determined that there was no viable Remediation Plan that
could be presented to Nasdaq by the impending January deadline. In
addition, there was significant doubt whether the Company could
regain compliance with the MVPHS within the timeframe for that
remediation effort. In light of these determinations and in an
attempt to effect what the Company sees as an inevitable transition
away from Nasdaq in a smooth and cost-efficient manner, the Board
approved the delisting of the Company’s Common Stock from the
Nasdaq Global Market. The Company expects that its shares of common
stock will be quoted on the Pink market, or another market operated
by OTC Markets Group Inc. (the “OTC”) so that
there continues to be a trading market for its common stock.
However, there is no guarantee that a broker will continue to make
a market in the common stock or that trading of the common stock
will continue on an OTC Market or elsewhere.
The Company intends to continue reporting under the Securities
Exchange Act of 1934, as amended, and the delisting of our common
stock is not expected to affect the Company’s business
operations.
For further information, please contact: Chris Kenney Chief
Executive Officer 817.348.1600 www.hallmarkgrp.com
Hallmark Financial Servi... (NASDAQ:HALL)
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