NextTrip, Inc. — Capital/Financing Update 2019

Sep 4, 2019

8-K 1 form8-k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 4, 2019

SIGMA LABS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38015	27-1865814
(State
or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S.
Employer Identification No.)

3900 Paseo del Sol

Santa Fe, New Mexico 87507

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(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (505) 438-2576

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)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.001 per share | SGLB | The
NASDAQ Stock Market LLC |
| Warrants
to Purchase Common Stock, par value $0.001 per share | SGLBW | The
NASDAQ Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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Item 8.01 Other Events.

As previously disclosed, on April 8, 2019, Sigma Labs, Inc. (“we,” “our,” “us,” or the “Company”) received a letter from Nasdaq notifying us that we were no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. In the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the Company reported stockholders’ equity of $1,735,439, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). Further, as of April 8, 2019, the Company did not meet the alternative Nasdaq continued listing standards relating to the market value of listed securities or net income from continuing operations.

On August 2, 2019, we closed an underwritten public offering of 2,875,000 shares of our common stock at a price of $0.80 per share, resulting in gross proceeds of $2,300,000 (the “Offering”). As a result of the Offering, the Company believes it has regained compliance with the stockholders’ equity requirement, and therefore satisfies the applicable requirement for continued listing on The Nasdaq Capital Market. Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 the Company does not evidence compliance, it may be subject to delisting.

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SIGNATURES

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.

| Date:
September 4, 2019 | |
| --- | --- |
| By: | /s/
John Rice |
| Name: | John
Rice |
| Title: | President
and Chief Executive Officer |

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