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Section 1: 8-K (8-K)

aac-8k_20191001.htm

 

 

 

 

 

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): October 7, 2019 (October 1, 2019)

 

AAC HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Nevada

 

001-36643

 

35-2496142

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

200 Powell Place

Brentwood, Tennessee

(Address of Principal Executive Offices)

 

37027

(Zip Code)

(615) 732-1231

(Registrant’s telephone number, including area code)

 

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, $0.001 par value per share

 

AAC

 

New York Stock Exchange

 

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.

 

 

 


 

 

Item 3.01.

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

On October 1, 2019, Darrell S. Freeman, Sr., Michael J. Blackburn, W. Larry Cash, and David W. Hillis provided notice to AAC Holdings, Inc. (the “Company”) of their resignation from the Company’s board of directors (the “Board”), effective immediately. The resignations from the Company’s Board of Directors do not result from any disagreement with the Company.

On October 7, 2019, the New York Stock Exchange (“NYSE”) notified the Company that, in light of the resignations of Messrs. Cash and Freeman, who were members of the Company’s Audit Committee, on October 7, 2019 the Company is not in compliance with Section 303A.07 of the NYSE Listed Company Manual  which states that audit committees of listed companies must have a minimum of three members. The Company is in discussions with the NYSE regarding its plans to regain compliance with Section 303A.07.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information in Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

  
 


 

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.

 

 

 

AAC HOLDINGS, INC.

 

 

By:

 

/s/ Andrew W. McWilliams

 

 

Andrew W. McWilliams

 

 

Chief Financial Officer

Date: October 7, 2019

 

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