Current Report Filing (8-k)
December 08 2017 - 3:16PM
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):
December 6, 2017
Global Brokerage, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-34986
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27-3268672
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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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55 Water Street, FL 50 New York, NY
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10041
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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
(212) 897-7660
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
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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.
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Global Brokerage, Inc. (the “Company”) previously reported
that it intends, by the end of the 2017 calendar year, to initiate the steps to deregister its Class A common stock, par value
$0.01 (the “Common Stock”), under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and to terminate its duty to file periodic reports with the Securities and Exchange Commission (the “SEC”), such as
quarterly and annual reports. Accordingly, on December 6, 2017, the Board of Directors of the Company made the determination to
delist the Common Stock from The NASDAQ Capital Market (the “Exchange”) and to deregister the Common Stock under the
Exchange Act. On December 8, 2017, the Company notified The NASDAQ Stock Exchange of its intention to voluntarily delist the Common
Stock from the Exchange. The Company intends to file a Form 25, Notification of Removal from Listing under Section 12(b) of the
Securities Exchange Act of 1934, with the Securities and Exchange Commission (the “SEC”) on December 19, 2017, notifying
the SEC of delisting from the Exchange. Trading on the Exchange will cease after market close on December 28, 2017.
A copy of the press release issued by the Company is furnished as
Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference in this Item 3.01.
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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Global Brokerage, Inc.
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Date: December 8, 2017
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By:
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/s/ David S. Sassoon
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David S. Sassoon
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General Counsel
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