UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2023
Commission File No. 000-19884
LIQUID MEDIA GROUP LTD.
(Translation of registrant’s name into English)
#401, 750 West Pender Street, Vancouver, BC V6C 2T7 Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under the cover Form 20-F or Form 40-F
Form 20-F ☒ Form 40-F o
The information contained in this report and the exhibits hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by Liquid Media Group Ltd. under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
On April 3, 2023, the Nasdaq Listing Qualifications Staff notified the Company that the Company’s failure to timely file the Form 20-F for the year ended November 30, 2022 (the “Form 20-F”) with the Securities and Exchange Commission (the “SEC”), in contravention of Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), could serve as an additional basis for the delisting of the Company’s securities from Nasdaq. The Company intends to present its plan to file the Form 20-F and thereby evidence compliance with the Filing Rule – as well as its plan to satisfy Nasdaq’s bid price requirement – at the Company’s upcoming hearing before the Nasdaq Hearings Panel (the “Panel”).
Under the Filing Rule, an issuer that receives a delist determination for non-compliance with the Filing Rule can request an appeal to a Hearings Panel, pursuant to the procedures set forth in the Listing Rule 5800 Series. A request for a hearing regarding a delinquent filing will submit – in addition to the hearing request – a request for a further stay of any suspension action pending the ultimate conclusion of the hearing process. The Company plans to timely submit the request for a further stay prior to the hearing before the Panel.
The Company is working on the Form 20-F and plans to file the periodic report with the SEC as soon as practicable.
A news release announcing the Nasdaq notification is attached as Exhibit 99.1.
| Exhibit No. | Document |
| 99.1 | News Release dated April 7, 2023. |
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, thereunto duly authorized.
|
LIQUID MEDIA GROUP LTD. |
|
| (Registrant) |
| By: | /s/ Donna Moroney | |
| Donna Moroney | ||
| Corporate Secretary |
| Date: | April 7, 2023 |
Exhibit 99.1
Liquid Media Group Ltd. Receives Additional Deficiency Notice from Nasdaq
VANCOUVER , BC, CANADA, April 7, 2023 (GLOBE NEWSWIRE) -- Liquid Media Group Ltd. (Nasdaq: YVR) ("Company") announced today that on April 3, 2023, the Nasdaq Listing Qualifications Staff notified the Company that the Company’s failure to timely file the Form 20-F for the year ended November 30, 2022 (the “Form 20-F”) with the Securities and Exchange Commission (the “SEC”), in contravention of Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), could serve as an additional basis for the delisting of the Company’s securities from Nasdaq. The Company intends to present its plan to file the Form 20-F and thereby evidence compliance with the Filing Rule – as well as its plan to satisfy Nasdaq’s bid price requirement – at the Company’s upcoming hearing before the Nasdaq Hearings Panel (the “Panel”).
Under the Filing Rule, an issuer that receives a delist determination for non-compliance with the Filing Rule can request an appeal to a Hearings Panel, pursuant to the procedures set forth in the Listing Rule 5800 Series. A request for a hearing regarding a delinquent filing will submit – in addition to the hearing request – a request for a further stay of any suspension action pending the ultimate conclusion of the hearing process. The Company plans to timely submit the request for a further stay prior to the hearing before the Panel.
The Company is working on the Form 20-F and plans to file the periodic report with the SEC as soon as practicable.
About Liquid Media Group Ltd.
Liquid Media Group Ltd. (Nasdaq: YVR) is an entertainment company empowering independent IP creators. Liquid’s end-to-end solution enables professional video (film/TV and streaming) creation, packaging, financing, delivery, and monetization, empowering IP creators to take their professional content from inception through the entire process to monetization.
Additional information is available at www.LiquidMediaGroup.co.
CONTACT:
Investors / Business
Justin Kulik
CORE IR
justin@coreIR.com
Cautionary Note Regarding Forward-Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). Forward-looking statements are typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "potentially" and similar expressions, or are those, which, by their nature, refer to future events. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such factors include, but are not limited to: developments related to the COVID-19 pandemic, regulatory actions, market prices, continued availability of capital and financing, and general economic, market or business conditions, as well as additional risks disclosed in the Company’s annual and quarterly financial reports available at www.sedar.com. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.