UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 14, 2014

 

Bacterin International Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-34951 20-5313323
(Commission File Number)

(IRS Employer Identification No.)

 

600 Cruiser Lane

Belgrade, Montana

 59714
(Address of Principal Executive Offices)

(Zip Code) 

 

(406) 388-0480

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

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

 

On November 14, 2014, we received a letter notifying us that the staff of NYSE Regulation, Inc. has determined to commence proceedings to delist our common stock from the NYSE MKT LLC (“NYSE MKT” or the “Exchange”) because we did not cure our non-compliance with Sections 1003(a)(i), (ii) and (iii) of the NYSE MKT Company Guide by the end of the maximum 18 month compliance plan period, which expired on November 13, 2014. We have the right to appeal the delisting determination by requesting a hearing.

 

We plan to appeal the delisting determination. The filing of an application with the Securities and Exchange Commission to delist our common stock is pending completion of all applicable procedures, including our appeal.

 

This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. These forward-looking statements include statements or assumptions regarding our expectations and beliefs. The Company believes that its expectations, as expressed in these statements are based on reasonable assumptions regarding the risks and uncertainties inherent in achieving those expectations. These statements are not, however, guarantees of performance and actual results may differ materially. Risks and uncertainties which may cause actual results to be different than expressed or implied in our forward-looking statements include, but are not limited to, the risk factors described under the heading “Risk Factors” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. The Company expressly disclaims any current intention to update any forward-looking statement as a result of new information or future events or developments.

 

Item 7.01Regulation FD Disclosure.

 

The Company has issued a press release entitled “Bacterin Receives Delisting Notice from NYSE MKT” which is attached as Exhibit 99.1 and incorporated herein.

 

The information in this Item 7.01 and the document attached as Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No   Description
     
99.1   Press Release of Bacterin International Holdings, Inc. dated November 14, 2014 entitled “Bacterin Receives Delisting Notice from NYSE MKT”

 

 
 

 

SIGNATURE

 

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 hereunto duly authorized.

 

Dated:  November 14, 2014 BACTERIN INTERNATIONAL HOLDINGS, INC.
     
  By:  /s/ John Gandolfo  
  Name:  John Gandolfo  
  Title:  Chief Financial Officer  

 

 
 

 

EXHIBIT INDEX

 

99.1   Press Release of Bacterin International Holdings, Inc. dated November 14, 2014 entitled “Bacterin Receives Delisting Notice from NYSE MKT”