Current Report Filing (8-k)
February 18 2020 - 3:11PM
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): February 13, 2020
RCI
HOSPITALITY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Texas
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001-13992
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76-0458229
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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.)
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10737
Cutten Road
Houston,
Texas 77066
(Address
of Principal Executive Offices, Including Zip Code)
(281)
397-6730
(Issuer’s
Telephone Number, Including Area Code)
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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.01 par value
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RICK
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The
Nasdaq Global Market
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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 [ ]
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
February 13, 2020, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that we continue to not be in compliance with Listing Rule 5250(c)(1) because we have failed to file our Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 2019 and had not yet filed our Annual Report on Form 10-K for the
fiscal year ended September 30, 2019.
We initially received a deficiency notice
from Nasdaq on December 19, 2019 because we were at that time delinquent in filing the referenced Form 10-K. On February 13, 2020,
we filed the delinquent Form 10-K. And on February 14, 2020, we submitted our plan to Nasdaq detailing plans to regain compliance
with Listing Rule 5250(c)(1) by filing the delinquent Form 10-Q. Specifically, the plan states that we are working diligently
to file the Form 10-Q as soon as possible. We anticipate filing the Form 10-Q before the end of February 2020, assuming
there are no unforeseen delays.
If
the compliance plan we submitted on February 14, 2020 is accepted, Nasdaq may grant us an extension of up to 180 calendar days
from the due date of the Form 10-K, or until June 15, 2020, to regain compliance. If Nasdaq does not accept our plan, we will
have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The
Nasdaq notification letter has no immediate effect on the listing of our common stock on Nasdaq.
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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RCI
Hospitality Holdings, INC.
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Date:
February 18, 2020
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By:
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/s/
Eric Langan
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Eric
Langan
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President
and Chief Executive Officer
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