Item 7.01. Regulation FD Disclosure
The following information is furnished under Item 2.02, “Results of Operations
and Financial Condition,” Item 3.01 “Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.” and Item 7.01
“Regulation FD Disclosure”. This information shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or 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.
On July 9, 2014, the Company issued a news release on the subject of the
Company’s increase in stockholders’ equity as a result of the sale of shares of
the Company’s common stock and the Company’s expected earnings for the fiscal
quarter ended June 30, 2014. The Company estimates that its net income for the
second quarter will be greater than $1.4 million, although this amount is
subject to potential adjustment.
Based on the completion of these sales, together with the Company’s estimated
net income for the fiscal quarter ended June 30, 2014, the Company believes that
its stockholders’ equity will exceed the $2.5 million minimum threshold required
to maintain the Company’s listing on NASDAQ.
The press release is attached hereto as Exhibit 99.1.
Item 3.02. Unregistered Sales of Equity Securities.
On April 10, 2014, the Company sold 41,000 shares at a price of $1.24 per share
(or an aggregate amount of $51,000) to a single investor. On July 1, 2014, the
Company sold an additional 714,286 shares at a price of $1.12 per share (or an
aggregate amount of $800,000) to a single investor.
The Company sold the shares in reliance upon the exemption from the registration
requirements of the Securities Act of 1933 (the “Securities Act”) set forth in
Section 4(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated July 9, 2014
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