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CLEAN DIESEL TECHNOLOGIES INC FILES (8-K) Disclosing Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

May 16, 2014



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

On May 13, 2014, Clean Diesel Technologies, Inc. (the "Company") informed the NASDAQ Stock Market ("NASDAQ") that one of the Company's Directors and a member of the Audit Committee, Derek R. Gray, gave notice to the Company that he will not stand for election to the Board of Directors at the Annual Meeting of Stockholders to be held on May 21, 2014 (the "Meeting"). Under NASDAQ Listing Rule 5605(c)(2)(A), the Company must maintain an Audit Committee consisting of at least three independent members, one of whom must be "financially sophisticated" such as a "financial expert" as defined in applicable securities rules. Mr. Gray serves as Chairman of the Audit Committee and the required financial expert. Upon Mr. Gray's departure at the upcoming Meeting, the Audit Committee will consist of Charles Engles, as Chairman, and Alexander "Hap" Ellis III, as a member. The Company's Board of Directors has determined that Mr. Ellis qualifies as a financial expert. The Company intends to identify a third person to serve on the Audit Committee during the one year grace period permitted under NASDAQ rules in the situation where an audit committee member chooses not to seek re-election to the board.

Shortly following the conclusion of the Meeting, the Company anticipates that NASDAQ will notify the Company it is not in compliance with the requirement in Listing Rule 5605(c)(2)(A) to maintain an Audit Committee comprised of at least three Directors, and will inform the Company of the applicable cure period to regain compliance. In accordance with NASDAQ requirements, the Company intends to report the receipt of such notification by filing a separate Current Report on Form 8-K with the Securities and Exchange Commission.

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Source: Edgar Glimpses