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DVOX > SEC Filings for DVOX > Form 8-K on 7-Nov-2012All Recent SEC Filings

Show all filings for DYNAVOX INC.

Form 8-K for DYNAVOX INC.


7-Nov-2012

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Tran


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

On November 5, 2012, DynaVox Inc. (the "Company") received written notice from The NASDAQ Stock Market LLC ("NASDAQ") notifying the Company that, for the preceding 30 consecutive trading days, the market value of publicly held shares ("MVPHS") of the Company's Class A common stock had closed below the minimum $5 million requirement for continued listing on The NASDAQ Global Select Market as required by NASDAQ Listing Rule 5450(b)(1)(C). The notice has no immediate effect on the listing of the Company's Class A common stock, and its Class A common stock will continue to trade on the NASDAQ Global Select Market under the symbol "DVOX" at this time.

In accordance with Listing Rule 5810(c)(3)(D), the Company has a grace period of 180 calendar days, or until May 6, 2013, to regain compliance with the MVPHS requirement. To regain compliance, the MVPHS of the Company's Class A common stock must meet or exceed $5 million for at least ten consecutive business days during this 180-day grace period.

If the Company does not regain compliance within the 180-day grace period, NASDAQ will provide notice that the Company's Class A common stock will be subject to delisting. The Company would then be entitled to appeal the NASDAQ Staff's determination to a NASDAQ Listing Qualifications Panel and request a hearing. Alternatively, the Company may apply to transfer the listing of its Class A common stock to The NASDAQ Capital Market. To qualify, the Company would be required to meet the continued listing requirement for that market. No determination regarding the Company's response has been made at this time.

As disclosed earlier, on October 2, 2012, the Company had received written notice from NASDAQ indicating that the Company was not in compliance with the $1.00 minimum bid price requirement, as set forth in Listing Rule 5450(a)(1), and is currently considering available options to resolve the noncompliance with the minimum bid price requirement. In accordance with Listing Rule 5810(c)(3)(A), the Company has a grace period of 180 calendar days from the date of the October 2, 2012 notice, or until April 1, 2013, to regain compliance with the minimum bid price requirement.

There can be no assurance that the Company will be able to regain compliance with either the minimum bid price or MVPHS requirements, or will otherwise be in compliance with other NASDAQ listing criteria.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that may cause such forward-looking statements not to be realized. Factors that could cause actual results to differ materially from the forward-looking statements include changes to the listing standards, policies and procedures of the NASDAQ Global Select Market, fluctuations in the Company's general financial and operating results, changes in the Company's liquidity and capital resources, declines in the market price of the Company's Class A common stock, changes in the capital markets, competition, and general and industry-specific economic conditions. We believe these factors include, but are not limited to, those described under "Risk Factors" in our Annual Report on Form 10-K, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the "SEC"), which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Annual Report on Form 10-K and other filings. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.


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