Current Report Filing (8-k)
October 12 2017 - 5:09AM
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): October 10, 2017
Saleen
Automotive, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State
or other Jurisdiction of Incorporation)
333-176388
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45-2808694
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2375
Wardlow Road
Corona,
CA 92882
(Address
of Principal Executive Offices and zip code)
(800)
888-8945
(Registrant’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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
7.01 Regulation FD Disclosure.
On
September 25, 2017, the Securities and Exchange Commission (“SEC”) initiated an Administrative Proceeding against
Saleen Automotive, Inc. (“we” or the “Company”) and suspended public trading of the Company’s common
stock as a result of the Company’s delinquency in filing periodic reports with the SEC under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
On
October 10, 2017, the Company submitted an Offer of Settlement (the “Offer”) to the SEC in connection with the Administrative
Proceeding. Pursuant to the Offer, we have agreed to the entry of an Order by the SEC revoking the registration of our common
stock under Section 12(j) of the Exchange Act. We expect the Offer to become effective on or about October 11, 2017, following
which time we will cease to be a publicly reporting company, and our obligations to file periodic reports with the SEC under the
Exchange Act will terminate.
Following
the effectiveness of the Order, we will continue to operate our business in the ordinary course. As previously announced, we will
also seek to effect a reverse split of our common stock under Nevada law and effect the conversion into common stock of our outstanding
shares of Series A Preferred Stock and other convertible securities (the “Recapitalization”), so that following the
Recapitalization, we will have outstanding less than 50 million shares of common stock on a fully-diluted basis. Because we will
no longer be subject to the Exchange Act, we will be able to effect the Recapitalization without filing an Information Statement
or Proxy Statement with the SEC.
We
are also planning to file a Form 10 with the SEC in the future (following the effectiveness of the Order and the proposed Recapitalization)
to re-register our common stock under Section 12 of the Exchange Act so that public trading of our common stock can resume. However,
there can be no assurance that we will ever resume being a publicly traded company with an obligation to file periodic reports
under the Exchange Act.
SIGNATURE
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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SALEEN
AUTOMOTIVE, INC.
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Date:
October 11, 2017
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By:
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/s/
Steve Saleen
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Steve
Saleen
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Chief
Executive Officer
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