UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 5, 2024, Global Systems Dynamics, Inc. (“we”) received a written notice (the “Notice Letter”) from the The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5620(a), due to the Company’s failure to hold an annual meeting of shareholders within one year of the Company’s fiscal year end. The Notice Letter stated that such deficiency would be an additional factor considered by the Nasdaq Hearing Panel (the “Panel”) in our hearing regarding delisting from the Nasdaq, and that we had to present our views regarding the Notice Letter to the Panel in writing by January 12, 2024. To date, we have not held our annual shareholder’s meeting following the fiscal year ending on December 31, 2022. We are in the process of scheduling such meeting, which date will be provided on further notice. We are also preparing our written response to the Notice Letter for an anticipated timely submission to the Panel. In the event that the Company does not satisfy Nasdaq Listing Rule 5620(a), Nasdaq may decide to delist our securities and the Company will have the opportunity to appeal the decision in front of the Panel. Furthermore, there can be no assurance that the Company will be able to regain compliance with Nasdaq’s continued listing requirements, or that our securities will continue to be listed on Nasdaq.
The Notice Letter also stipulated that we had to comply with Nasdaq Listing Rule 5810(c)(2)(G), which requires listed companies to promptly disclose their receipt of a letter regarding its failure to comply with certain Nasdaq Listing Rules by either (i) filing a Form 8-K, where required by SEC rules, or (ii) issuing a press release.
On January 10, 2024, we issued a press release disclosing the Notice Letter. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | |
| 99.1 | Press Release, dated January 10, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL SYSTEMS DYNAMICS, INC. | ||
| Date: January 11, 2024 | By: | /s/ Rick Iler |
| Name: | Rick Iler | |
| Title: | Chief Financial Officer | |