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Section 1: 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 24, 2019

 

Jensyn Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37707   47-2150172

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

800 West Main Street, Suite 204, Freehold, New Jersey 07728
(Address of principal executive offices, including Zip Code)

 

(888) 536-7965

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

[  ] 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 April 24, 2019, the Nasdaq Hearings Panel notified Jensyn Acquisition Corp. (the “Company”) that it had granted the Company’s request to remain listed on the Nasdaq Stock Market provided that the Company completes a business combination on or before June 20, 2019 and demonstrates to the Panel and Nasdaq Staff that the post-business combination entity meets all of the requirements for continued listing.

 

As previously announced on March 4, 2019, the Company received written notice that its securities were being removed from listing and registration on the Nasdaq Stock Market as a result of the Company not having completed a business combination within 36 months of its initial public offering. The Company appealed the listing determination, delisting was stayed and a hearing before the Nasdaq Hearing Panel took place on April 11, 2019.

 

The Company, as previously announced, has entered into a definitive agreement with respect to a proposed business combination with Peck Electric Co.

 

Information Concerning Forward-Looking Statements

 

The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to submit a plan of compliance satisfactory to Nasdaq; and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

 

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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: April 29, 2019

 

  Jensyn Acquisition Corp.
     
  By: /s/ Jeffrey J. Raymond
    Jeffrey J. Raymond
    President and Chief Executive Officer

 

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