Artesian Resources Corporation filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
$ARTNA
Water Supply
Utilities
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): May 30, 2025
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
(Address of principal executive offices, including zip code)
(302 ) 453-6900
(Registrant's telephone number, including area code)
Not Applicable
(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):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
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 May 30, 2025, Artesian Resources Corporation (the “Company”) received a written notice (the “Notice”) from the
Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with Nasdaq Marketplace Rule 5605(b)(1), which requires that a majority of the Company’s Board of Directors (the “Board”) be “independent directors” as
defined in Nasdaq Marketplace Rule 5605(a)(2) (the “Majority Independent Board Requirement”) and Nasdaq Marketplace Rule 5605(c)(2), which requires the Company to have an audit committee composed of at least three “independent directors” as defined
in Nasdaq Marketplace Rule 5605(a)(2) (the “Audit Committee Composition Requirement”).
The Notice resulted from a director resignation effective at the conclusion of the Company’s 2025 annual meeting
of stockholders on May 6, 2025 that was disclosed by the Company in a Form 8-K filed with the Securities and Exchange Commission on February 7, 2025.
The Governance and Nominating Committee of the Board is conducting a search to identify and appoint a qualified
independent director to fill the existing vacancy on the Board and the Audit Committee of the Board as expeditiously as possible. In the meantime, the Company is relying on the cure period set forth in Nasdaq Marketplace Rule 5605(b)(1), with
respect to the Majority Independent Board Requirement and the cure period set forth in Nasdaq Marketplace Rule 5605(c)(4), with respect to the Audit Committee Composition Requirement, each of which gives the Company until the earlier of its next
annual meeting of stockholders or May 6, 2026 (or, if the next annual meeting of stockholders is held before November 3, 2025, then not later than November 3, 2025) to satisfy each of these Nasdaq requirements.
There can be no assurance that the Company will be able to regain compliance within the specified cure period.
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.
|
ARTESIAN RESOURCES CORPORATION
|
|||
|
Date: June 5, 2025
|
By: /s/ David B. Spacht
|
||
|
David B. Spacht
|
|||
|
Chief Financial Officer
|