Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Stan
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. DJSP Enterprises, Inc. (the “Company”) today announced that it has notified The NASDAQ Stock Market LLC (“NASDAQ”) of its intent to voluntarily delist its ordinary shares, warrants, and units from the NASDAQ Global Market and deregister its ordinary shares, warrants, and units under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In connection therewith, the Company notified NASDAQ of its intention to file, on or about March 18, 2011, a Form 25 with the Securities and Exchange Commission (the “SEC”) to voluntarily delist the ordinary shares, warrants, and units. The ordinary shares, warrants, and units will continue to be listed through March 28, 2011 and will no longer be listed thereafter.
The Company also announced its intention to file a Form 15 with the SEC on or about March 28, 2011, in order to terminate the registration of the ordinary shares, warrants, and units under Section 12 of the Exchange Act and to terminate its reporting obligations under the Exchange Act.
A copy of the press release announcing the Company’s intention to delist and deregister the ordinary shares, warrants, and units is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits (d) Exhibits.
Exhibit No. Descriptions
99.1 Press release, dated March 8, 2011.
On November 26, 2010, the Company received a letter from NASDAQ notifying it that for the prior 30 consecutive business days, the Company’s listed securities failed to maintain a minimum market value of $50 million, consequently, a deficiency exists with regard to this requirement for continued listing pursuant to NASDAQ Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). NASDAQ further stated that in accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company will be provided 180 calendar days, or until May 25, 2011, to regain compliance with the MVLS Rule. NASDAQ will deem the Company to have regained compliance if at any time before May 25, 2011 the market value of the Company’s listed securities closes at $15,000,000 or more for a minimum of ten consecutive business days .
These notifications do not impact the listing and trading of the Company’s securitiesat this time.However, the NASDAQ letters also state that, if the Company does not regain compliance with the MVPHS Rule by May 23, 2011 or the MVLS Rule by May 25, 2011, the Company will receive written notification from NASDAQ that the Company’s securities are subject to delisting. The Company is reviewing its options for regaining compliance with the MVLS Rule and MVPHS Rule and for remedying other future potential non-compliances with Nasdaq continued listing requirements, including the requirement to maintain a minimum bid price of at least $1.00 per share. There can be no assurance that the Company will be able to regain compliance with the MVLS Rule, MVPHS Rule or other Nasdaq continued listing requirements in a timely fashion, in which case its securities would be delisted from Nasdaq.
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