form8k020209.htm
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): January 30, 2009
ISCO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-22302
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36-3688459
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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1001
Cambridge Drive
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Elk
Grove Village, IL
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60007
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(Address
of principal executive offices)
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(Zip
Code)
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(847)
391-9400
(Registrant’s
telephone number, including area code)
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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¨
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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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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On
January 30, 2009, ISCO International, Inc. (the “Company”) received a letter
from the Corporate Compliance Department (the “Staff”) of NYSE Alternext US LLC
(the “Exchange”), which was formerly known as the American Stock Exchange,
indicating that the Company is not in compliance with the Exchange’s continued
listing standards. The letter confirms the intent of the Exchange to delist the
Company’s common stock from the Exchange.
The
letter indicates that the Company is not in compliance with the following
listing standards contained in the NYSE Alternext US LLC Company Guide (the
“Company Guide”):
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The
Company had stockholders’ equity of less than $2,000,000 and losses from
continuing operations and net losses in two of its three most recent
fiscal years (Section 1003(a)(i) of the Company
Guide);
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·
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The
Company had stockholders’ equity of less than $4,000,000 and losses from
continuing operations and net losses in three of its four most recent
fiscal years (Section 1003(a)(ii) of the Company
Guide);
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·
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The
Company had stockholders’ equity of less than $6,000,000 and losses from
continuing operations and net losses in its five most recent fiscal years
(Section 1003(a)(iii) of the Company Guide);
and
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·
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The
Company has sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its financial
condition has become so impaired and it appears questionable, in the
opinion of the Exchange, as to whether the Company will be able to
continue operations and/or meet its obligations as they mature (Section
1003(a)(iv) of the Company Guide).
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The Staff
has also advised the Company of non-compliance with Section 1003(f)(v) of
the Company Guide since the Company’s common stock has been trading at a low
price per share for a significant period of time.
The
Company must appeal the Staff’s determination by February 6, 2009, or it will
become final. If the determination becomes final, the Staff will
suspend trading in the Company’s common stock and submit an application to the
Securities and Exchange Commission to strike the Company’s common stock from
listing and registration on the Exchange. The Company does not intend
to seek an appeal of the Staff’s determination.
The
Company is working with a market maker to apply for the registration and
quotation of the Company’s common stock on the OTC Bulletin Board. If
the Company is not approved for quotation on the OTC Bulletin Board before
trading is suspended on the Exchange, the Company expects that its common stock
will be quoted on the Pink Sheets until clearance is obtained for quotation on
the OTC Bulletin Board.
The
Company’s press release dated February 2, 2009, describing the notice from the
Exchange, is attached to this Current Report on Form 8-K as Exhibit
99.1.
Forward-
Looking Statements
Statements
in this Current Report on Form 8-K regarding the approval of the quotation of
the Company’s common stock on the OTC Bulletin Board and trading of the
Company’s common stock on the Pink Sheets are forward-looking statements that
involve risks and uncertainties. All forward-looking statements included in this
Current Report on Form 8-K are based upon information available to the Company
as of the date hereof, which may change, and the Company assumes no obligation
to update any such forward-looking statements. These statements are not
guarantees of future performance and actual events could differ materially from
the Company’s current expectations.
Item
9.01 Financial
Statements and Exhibits.
(d)
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Exhibit
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99.1
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Press
release dated February 2, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this current report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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ISCO INTERNATIONAL, INC.
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By:
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/s/ Gary
Berger |
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Name:
Gary Berger |
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Title:
Chief Financial Officer |
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Date:
February 2, 2009 |
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EXHIBIT
INDEX
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Exhibit
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99.1
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Press
release dated February 2, 2009.
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