UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 30, 2015

 

RELIV’ INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   000-19932   37-1172197

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

   
136 Chesterfield Industrial Blvd., Chesterfield, MO   63005
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (636) 537-9715

 

(Former Name or Former Address, if Changed Since Last Report.)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On October 30, 2015, the Registrant received written notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Registrant that for the preceding 30 consecutive business days, the Registrant’s common stock did not maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”) as required by NASDAQ Listing Rule 5450(a)(1). The notice has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on The NASDAQ Global Select Market under the symbol “RELV” at this time.

 

In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Registrant has a cure period of 180 calendar days, or until April 27, 2016, to regain compliance with NASDAQ Listing Rule 5450(a)(1). Compliance can be achieved automatically and without further action if the closing bid price of the Registrant’s common stock is at or above $1.00 for a minimum of 10 consecutive business days at any time during such 180-day period, in which case NASDAQ will notify the Registrant of its compliance and the matter will be closed.

 

If, however, the Registrant does not achieve compliance with the Minimum Bid Price Requirement by April 27, 2016, the Registrant may transfer to The NASDAQ Capital Market in order to receive an additional 180-day compliance period to comply. In order to be eligible for the transfer and additional time, the Registrant will be required to meet the continued listing requirement for market value of publicly held shares and all of the initial listing requirements for The NASDAQ Capital Market, other than the Minimum Bid Price Requirement, and must notify NASDAQ in writing of its intention to cure the deficiency during the second 180-day period.

 

The Registrant is currently considering available options to resolve this listing deficiency and to regain compliance. However, there can be no assurance that the Registrant will be able to regain compliance with The NASDAQ Global Select Market listing requirements.

 

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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.

 

 

  Reliv International, Inc.
  Registrant
   
   

Date: November 4, 2015

 By:  /s/ Robert L. Montgomery
    Robert L. Montgomery
Chief Executive Officer

 

 

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