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ETAK > SEC Filings for ETAK > Form 8-K on 23-May-2013All Recent SEC Filings

Show all filings for ELEPHANT TALK COMMUNICATIONS CORP | Request a Trial to NEW EDGAR Online Pro



Notice of Delisting or Failure to Satisfy a Continued Listing R

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

On May 17, 2013, Elephant Communications Corp., (the "Company") received a notice from NYSE MKT LLC (the "Exchange") indicating that the Company does not satisfy the continued listing standards of the Exchange set forth in
Section 1003(a)(iv) of the NYSE MKT LLC Company Guide (the "Company Guide") in that the Company has sustained losses which are so substantial in relation to its overall operations, or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether it will be able to continue operations and/or meet its obligations as they mature.

In order to maintain its listing, the Company must submit a specific plan of compliance (the "Plan") by May 31, 2013 addressing how it intends to regain compliance with Section 1003(a)(iv) of the Company Guide by June 30, 2013 (the "Plan Period"). If the Plan is accepted, the Company may be able to continue its listing during the Plan Period, but will be subject to continued periodic review by the Exchange.

If the Company does not submit a Plan by May 31, 2013 or the Plan is not accepted by the Exchange, it will be subject to delisting proceedings. Furthermore, if the Plan is accepted but the Company is not in compliance with the continued listing standards by June 30, 2013, or if the Company does not make progress consistent with the Plan during the Plan Period, the Exchange will initiate delisting proceedings as appropriate.

The Exchange's notice has no immediate effect on the listing of the Company's common stock on the Exchange. The Company is considering actions that it may take in response to this notice in order to regain compliance with the continued listing requirements and expects to submit the Plan on or before May 31, 2013.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on May 23, 2013 announcing that it had received a notice from the Exchange indicating that it does not satisfy the continued listing standards of the Exchange set forth in Section 1003(a)(iv) of the Company Guide . A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

The information under Item 7.01 of this Form 8-K and set forth in the attached Exhibit 99.1, is intended to be furnished under and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing

Item 9.01 Exhibits

(d) Exhibits

No. Description
99.1 Press Release dated May 23, 2013

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