Current Report Filing (8-k)
May 25 2018 - 3:06PM
Edgar (US Regulatory)
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 22, 2018
Appliance Recycling Centers of America,
Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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000-19621
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41-1454591
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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175 Jackson Avenue North, Suite 102, Minneapolis, MN
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55343-4565
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(952) 930-9000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
o
If any 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.
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Item 3.01. Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
(a) On
May 22, 2018, Appliance Recycling Centers of America, Inc. (the “Company”) received a letter (“Notice”)
from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, because the Company has not yet filed its Form
10-Q for the period ended March 31, 2018 (the “Form 10-Q”), it no longer complies for continued listing on The Nasdaq
Capital Market. Nasdaq Marketplace Rule 5250(c)(1) requires a company to timely file all required periodic financial reports with
the U.S. Securities and Exchange Commission (the “Commission”) through the EDGAR system (the “Filing Requirement”).
As disclosed by the Company in its Form 12b-25 filed with the Commission on May 16, 2018, the Company has delayed the filing of
its Form 10-Q to allow the Company’s independent auditor sufficient time to complete their work on the review of the Company’s
financial statements. The Company has not yet filed the Form 10-Q and therefore does not meet the Filing Requirement. The Company
has until June 18, 2018 to regain compliance with the Filing Requirement or submit a plan to do so. The Notice also provides that,
if the Company does not regain compliance with the Filing Requirement by June 18, 2018 and Nasdaq accepts the Company’s compliance
plan, it may be eligible for additional time to comply with the Filing Requirement. If the Company does not comply with the Filing
Requirement, the Company’s Common Stock could be subject to delisting. The Notice has no immediate effect on the listing
of the Common Stock on The Nasdaq Capital Market.
The Company issued a press release on
May 25, 2018 disclosing the receipt of the May 22, 2018 letter from Nasdaq and is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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Appliance Recycling Centers of America, Inc.
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Date: May 25, 2018
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/s/ Tony Isaac
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Tony Isaac
Chief Executive Officer
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