8-K 1 f8k_092118.htm FORM 8-K
 

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): September 21, 2018  

NORTHERN POWER SYSTEMS CORP.
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada000-5518498-1181717
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

29 Pitman Road, Barre, Vermont 05641
(Address of Principal Executive Offices) (Zip Code)

(802) 461-2955
(Registrant's telephone number, including area code)

None
(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:

 [   ]  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 (17 CFR 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))

 

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 [X]

 

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.

On September 20, 2018, Northern Power Systems Corp. (the “Company”) received a letter from the Toronto Stock Exchange (“TSX”) notifying the Company that the TSX has determined to delist the Company’s securities, effective October 22, 2018.  TSX imposed the delisting for the failure of the Company to meet certain continued listing requirements of TSX.  The TSX identified several deficiencies regarding the Company’s compliance with the TSX continued listing requirements, including the fact that (i) ) in the opinion of TSX, it is questionable as to whether the Company will be able to continue as a going concern, (ii) the market value of the Company’s listed securities has been less than $3.0 million for the 30 previous consecutive trading days and (iii) market value of the Company’s publicly held listed securities has been less than $2.0 million for the 30 previous consecutive trading days.

This notification has no immediate effect on the Company’s business operations, its listing on the TSX or on the trading of the Company’s common stock.

The Company is exploring listing its securities on NEX or the over-the-counter market place (OTCQB) and it is the Company’s desire to establish an alternative listing arrangement prior to the Effective Date. It is uncertain if the Company’s efforts to list its securities on an alternative exchange will be successful or if it will be accomplished prior to the Effective Date.

In addition, the Company continues to explore all strategic alternatives and transactions for Company, including the sale of the business or some or all of its assets and business lines including its distributed wind, energy storage and/or services business segments. It is uncertain if the Company’s efforts to identify and effect one or more strategic transaction will be successful.

Item 7.01. Regulation FD Disclosure.

On September 21, 2018, the Company issued a press release announcing that receipt of a delisting letter from the TSX notifying the Company that TSX has determined to delist the Company’s securities, effective October 22, 2018.

The information contained in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

The following exhibit is furnished as part of this Report: 

Exhibit
Number
 Description
   
99.1 Press release dated September 21, 2018, issued by Northern Power Systems Corp.


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.

 NORTHERN POWER SYSTEMS CORP.
   
  
Date: September 21, 2018By: /s/ William St. Lawrence         
  William St. Lawrence
  Interim Co-Chief Executive Officer