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): November 6, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
(Address of principal executive offices, including zip code)
(+49) 30 -868000
(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 Act: None
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
October 11, 2023, The Nasdaq Stock Market (“Nasdaq”) announced that it would delist the securities of Spark Networks SE (the “Company”). As previously disclosed, the Company’s American Depositary Shares (“ADS”) were suspended on September 8, 2023
and have not been traded on Nasdaq since that time.
On
October 12, 2023, Nasdaq filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to complete the delisting. The delisting became effective ten days after the Form 25 was filed.
The
Company intends to file a Form 15 with the SEC on November 6, 2023, to deregister its ordinary shares under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to file periodic reports under the
Exchange Act will be suspended immediately upon the filing of the Form 15. The Company expects its ADSs to be quoted on the OTC Pink Marketplace under the ticker symbol “LOVLY” beginning on November 6, 2023.
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.
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Spark Networks SE
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Dated: November 6, 2023
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By:
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/s/ Frederic Beckley
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Frederic Beckley
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General Counsel & Chief Administrative Officer
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