Hallmark Financial Services Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 16, 2023, Hallmark Financial Services, Inc. (the “Company”) was notified by Nasdaq Regulation that the Company no longer meets 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, which if accepted by Nasdaq can provide the Company an extension of up to 180 days from the date of notice to cure such listing deficiency.
The Company had previously received notice from Nasdaq of the Company’s failure to maintain a minimum “Market Value of Publicly Held Shares” (or “MVPHS”) of at least $5,000,000 for 30 consecutive business days. The Company may 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.
If Company fails to regain compliance with these requirements or to submit an acceptable compliance plan to Nasdaq within the time allotted, the Company will be subject to delisting from the Nasdaq Global Market. The Nasdaq notification of non-compliance will not have an immediate impact on the listing of the Company’s common stock on the Nasdaq Global Market, will not directly affect the Company’s business operations or its SEC reporting obligations, and does not conflict with or cause an event of default under any of the Company’s material agreements.
The Company intends to actively monitor the trading activity of its shares of common stock and believes that this deficiency will be corrected within the compliance period; however, the Company is considering all available options.
As required by Nasdaq, the Company is filing this Form 8-K to disclose its receipt of the Nasdaq notice of non-compliance.
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 duly authorized.
| HALLMARK FINANCIAL SERVICES, INC. | |
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Date: November 21, 2023 | By: | /s/ CHRISTOPHER J. KENNEY |
Christopher J. Kenney, Chief Executive Officer | ||