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): June 21, 2013
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 June 21, 2013, the NYSE MKT LLC (the "Exchange") notified us of the acceptance of our plan (“Plan”) to
regain compliance with their continued listing standards. We submitted our Plan on July 12, 2013 in response to a letter we received
on May 13, 2013 notifying us that we are not in compliance with Section 1003(a)(iii) of the Company Guide with stockholders’
equity of less than $6,000,000 and net losses in five of our most recent fiscal years and Section 1003(a)(ii) with stockholders’
equity of less than $4,000,000 and net losses in three of our four most recent fiscal years. The Exchange gave us an extension
until November 13, 2014 to regain compliance with the continued listing standards. We will be subject to periodic review by Exchange
staff during the extension period and failure to make progress consistent with our Plan or to regain compliance with the continued
listing standards by the end of the extension period could result in our delisting from the Exchange.
Item 7.01 Regulation FD Disclosure.
The Company has issued a press release entitled “Bacterin Receives Acceptance of Plan to Regain Compliance 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 June 25, 2013 entitled “Bacterin Receives Acceptance of Plan to Regain Compliance 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: June 25, 2013 | BACTERIN INTERNATIONAL HOLDINGS, INC. |
| By: /s/ John Gandolfo | |
| Name: John Gandolfo | |
| Title: CFO and Interim Co-CEO |
EXHIBIT INDEX
| 99.1 | Press Release of Bacterin International Holdings, Inc. dated June 25, 2013 entitled “Bacterin Receives Acceptance of Plan to Regain Compliance from NYSE MKT” |
Bacterin Receives Acceptance of Plan to Regain Compliance from NYSE MKT
BELGRADE, MT, June 25, 2013 -- Bacterin International Holdings, Inc. (NYSE MKT: BONE), a leader in the development of revolutionary bone graft material and coatings for medical applications, today announced that that the NYSE MKT LLC (the “Exchange”) notified the Company that it accepted the Company's plan to regain compliance with the continued listing requirements of the Exchange.
On May 13, 2013, the Company received notice from the NYSE MKT that the Company was not in compliance with Sections 1003(a)(iii) and 1003(a)(ii), regarding stockholder’s equity of less than $6 million and net losses in five of its most recent fiscal years and stockholders‘ equity of less than $4 million and net losses in three of its four most recent fiscal years, respectively.
The Company submitted its plan of compliance on June 12, 2013, and on June 21, 2013, the Exchange notified the Company that it accepted the Company's plan of compliance and granted the Company an extension until November 13, 2014 to regain compliance with the continued listing standards. The Company will be subject to periodic review by Exchange Staff during the extension period.
"Our recent financing has helped the company to increase shareholders’ equity in the short term and the company hopes to execute its plan to grow the top-line and to achieve positive EBITDA in the second half of 2013," commented John Gandolfo, interim co-CEO and Chief Financial Officer of Bacterin International. "We are also making solid progress with our search for a new CEO and have already begun to interview candidates."
On June 10, 2013, the Company completed a private placement of approximately $4.85 million from new and existing investors.
About Bacterin International Holdings
Bacterin International Holdings, Inc. (NYSE MKT: BONE) develops, manufactures and markets biologics products to domestic and international markets. Bacterin's proprietary methods optimize the growth factors in human allografts to create the ideal stem cell scaffold to promote bone, subchondral repair and dermal growth. These products are used in a variety of applications including enhancing fusion in spine surgery, relief of back pain, promotion of bone growth in foot and ankle surgery, promotion of cranial healing following neurosurgery and subchondral repair in knee and other joint surgeries.
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Bacterin's Medical Device division develops and licenses coatings for various medical device applications. For further information, please visit www.bacterin.com.
Important Cautions Regarding Forward-looking Statements
This news release contains certain disclosures that may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to significant risks and uncertainties. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "continue," "efforts," "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "strategy," "will," "goal," "target," "prospects," "potential," "optimistic," "confident," "likely," "probable" or similar expressions or the negative thereof. Statements of historical fact also may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the Company's ability to meet its existing and anticipated contractual obligations, including financial covenant and other obligations contained in the Company’s secured lending facility; the Company’s ability to manage cash flow and achieve profitability; the Company's ability to develop, market, sell and distribute desirable applications, products and services and to protect its intellectual property; the ability of the Company's sales force to achieve expected results; the ability of the Company's customers to pay and the timeliness of such payments; the Company's ability to obtain financing as and when needed; changes in consumer demands and preferences; the Company's ability to attract and retain management and employees with appropriate skills and expertise; the Company’s ability to attract and retain a well qualified Chief Executive Officer; the Company’s ability to successfully conclude government investigations; the impact of changes in market, legal and regulatory conditions and in the applicable business environment, including actions of competitors; and other factors. Additional risk factors are listed in the Company's Annual Report on Form 10-K and Quarterly Report on Form 10-Q under the heading "Risk Factors." The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
Investor Contact:
COCKRELL GROUP
Rich Cockrell
877-889-1972
investorrelations@thecockrellgroup.com
cockrellgroup.com
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