Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 13, 2014, BSD Medical Corporation ("BSD" or "the Company") issued a
press release relating to a notification from the NASDAQ OMX GROUP
("Nasdaq"). On August 8, 2014, the Company received a letter from Nasdaq
stating that the bid price of the Company's common stock for the last 30
consecutive trading days had closed below the minimum $1.00 per share required
for continued listing under Listing Rule 5550(a)(2).
The Nasdaq notification letter does not result in the immediate delisting of the
Company's common stock, and the stock will continue to trade uninterrupted on
the The Nasdaq Capital Market under the symbol "BSDM".
BSD management intends to resolve the situation to allow for continued listing
on The Nasdaq Capital Market.
BSD is provided a grace period of 180-calendar days, or until February 4, 2015,
to regain compliance with the minimum bid price requirement. If at any time
during the 180-day grace period, the minimum closing bid price per share of the
Company's common stock closes at or above $1.00 for a minimum of ten consecutive
business days, BSD will regain compliance and the matter will be closed. In the
event the Company does not regain compliance within this grace period, it may be
eligible to receive an additional 180-day grace period; provided that BSD meets
the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, with the
exception of the minimum bid price requirement, and provides written notice of
its intention to cure the minimum bid price deficiency during the second 180-day
grace period, by effecting a reverse stock split, if necessary. If it appears to
the Nasdaq staff that the Company will not be able to cure the deficiency or if
the Company is not otherwise eligible for the additional grace period, the
Company's common stock will be subject to delisting by Nasdaq.
A copy of the press release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
This Form 8-K may be deemed to contain forward-looking statements, including
forward-looking statements about the intention of the management of the Company
to allow for the continued listing of the Company's common stock on The Nasdaq
Capital Market. Forward-looking statements are subject to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that these forward-looking statements are only predictions and may
differ materially from actual future events or results due to a variety of
factors, including, among other things, actions that could be taken by members
of the Nasdaq staff and any exercise of discretion by members of the Nasdaq
staff with respect to compliance by the Company with the Nasdaq Listing Rules,
the general direction of stock prices in the United States and in the Company's
industry, the demand for the Company's products, the ability of the Company to
produce the products to meet the demand, global economic conditions and
uncertainties in the geopolitical environment, and other risk factors set forth
in the Company's most recent reports on Form 10-K and Form 10-Q. Any
forward-looking statements in this Form 8-K are based on limited information
currently available to the Company, which is subject to change, and the Company
will not necessarily update the information.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release dated August 13, 2014 regarding
Nasdaq notice of bid price deficiency for BSD
Medical common stock
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