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): March 20, 2018
Jamba, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32552 |
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20-2122262 |
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(State or other jurisdiction of incorporation) |
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(Commission File No.) |
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(I.R.S. Employer Identification No.) |
3001 Dallas Pkwy, Suite 140, Frisco, Texas 75034
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(469) 294-9600
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:
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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)) |
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 ☐
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
March 20, 2018, Jamba, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) as a result of the Company’s delay in filing its Annual Report on Form 10-K for 2017 (“2017 10-K”). The notification states that the Company’s failure to file its 2017 10-K may serve as an additional basis for the delisting of the Company’s securities from Nasdaq and that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Global Select Market. The notification states that the Company has until March 27, 2018 to present its views with respect to this additional deficiency to the Panel.
As previously disclosed, the Company is also not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G), since the Company has not yet held an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended January 3, 2017.
The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company continues to work diligently with Jamba’s newly appointed auditor, Whitley Penn LLP to complete fiscal 2017 financial statements and their subsequent audit, and to thereafter file the 2017 10-K as soon as practicable.
The Company issued a press release on March 23, 2018 disclosing the Company’s receipt of the Nasdaq notification letter. A copy of the press release is attached as Exhibit 99.1 hereto.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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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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JAMBA, INC. |
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Date: March 23, 2018 |
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By: |
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/s/ Marie Perry |
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Marie Perry, Chief Financial Officer, |
Exhibit 99.1
Jamba, Inc. Announces Expected Receipt of Nasdaq Letter
FRISCO, Texas— March 23, 2018 —Jamba, Inc. (Nasdaq: JMBA) (the “Company”) announced that as expected, on March 20, 2018 it received a letter from Nasdaq stating that the Company is not in compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) as a result of the Company’s delay in filing its Annual Report on Form 10-K for 2017 (“Form 10-K”). The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq.
The notification states that the Company’s failure to file its 2017 Form 10-K may serve as an additional basis for the delisting of the Company’s securities from Nasdaq and that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Global Select Market. The Company has until March 27, 2018 to present its views with respect to this additional deficiency to the Panel.
As previously disclosed, the Company is also not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G), since the Company has not yet held an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended January 3, 2017.
The Company completed and filed its 2016 Form 10-K and 2017 Form 10-Qs on February 12, 2018 and March 15, 2018 respectively, within the timeline prescribed in its compliance plan with the Panel. With these efforts complete, full attention and resources will be applied to diligently completing the 2017 fiscal year-end financial statements and year-end audit. The Company continues to work cooperatively with Jamba’s newly appointed auditor, Whitley Penn LLP to complete this effort, and to thereafter file the 2017 Form 10-K as soon as practicable.
The final milestone in the Company’s comprehensive plan to be fully current is to host the 2016 annual stockholders meeting which the Company expects to combine with its 2017 meeting and hold by the summer of 2018. With the completion of these remaining steps, the Company expects to return to a normal reporting cadence.
The Company will submit its views to the Panel by March 27, 2018 to request that the Panel grant an extension to file the 2017 Form 10-K and reiterate its request for an extension to hold the annual stockholders meeting.
About Jamba, Inc.
Jamba, Inc. (Nasdaq: JMBA) through its wholly-owned subsidiary, Jamba Juice Company, is a global healthy lifestyle brand that inspires and simplifies healthful living through freshly blended whole fruit and vegetable smoothies, bowls, juices, cold-pressed shots, boosts, snacks, and meal replacements. Jamba’s blends are made with premium ingredients free of artificial flavors and preservatives so guests can feel their best and blend the most into life.
Jamba Juice® has more than 800 franchised and company-owned locations worldwide, as of January 2, 2018. For more information, visit jambajuice.com.
This press release (including information incorporated or deemed incorporated by reference herein) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Words such as “outlook”, “believes”, “expects”, “appears”, “may”, “will”, “should”, “anticipates”, or the negative thereof or comparable terminology, are intended to identify such forward-looking statements. Any statement that is not a historical fact, including estimates, projections, future trends and the outcome of events that have not yet occurred, is a forward-looking statement. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to factors discussed under the section entitled “Risk Factors” in the Company’s reports filed with the SEC. Many of such factors relate to events and circumstances that are beyond the Company’s control. You should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the information contained in this press release.
Contact:
Investor Relations
Dara Dierks, ICR
646-277-1212
investors@jambajuice.com