Unassociated Document
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): May 15, 2009
XCORPOREAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33874
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75-2242792
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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12121
Wilshire Blvd., Suite 350, Los Angeles, California 90025
(Address
of principal executive offices) (Zip Code)
(310)
923-9990
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On May
15, 2009, Xcorporeal, Inc. (the “Company”) received notice (the “Notice”) from
the staff of the NYSE Amex LLC (“Amex”), which was formerly known as the
American Stock Exchange, indicating that the Company is not in compliance with
certain of Amex’s continued listing standards as set forth in Part 10 of Amex’s
Company Guide (the “Company Guide”). Specifically, according to the Notice, the
Company is not in compliance with Section 1003(a)(iv) of the Company
Guide in that it has “sustained losses which are so substantial in relation to
its overall operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in the opinion of
Amex, as to whether the Company will be able to continue operations and/or meet
its obligations as they mature.”
In order
to maintain its listing on Amex, the Company will be required to submit a plan
of compliance (the “Plan”) to Amex by June 15, 2009, advising Amex of the
actions the Company has taken or intends to take to regain compliance with
Section 1003(a)(iv) of the Company Guide by November 16, 2009. If the
Company does not submit a Plan or if the Plan is not accepted by Amex, the
Company will be subject to delisting proceedings. If Amex accepts the Plan, then
the Company will be able to continue its listing during the Plan period, during
which time the Company will be subject to periodic reviews to determine whether
it is making progress consistent with the Plan. If the Company fails to submit a
Plan acceptable to Amex, or even if accepted, if the Company is not in
compliance with the continued listing standards of the Company Guide by November
16, 2009, or if the Company does not make progress consistent with the Plan
during such period, Amex will initiate delisting proceedings as appropriate. It
is the Company’s intention to submit the Plan by June 15, 2009.
The
Company was further advised that within five days of the date of the Notice, the
Company will be included in a list of issuers that are not in compliance with
Amex’s continued listing standards, which is posted at www.amex.com and includes
the specific listing standard(s) with which a company does not
comply.
The
Company’s common stock continues to trade on Amex. Amex has advised the Company
that Amex is utilizing the financial status indicator fields in the
Consolidate Tape Association’s Consolidated Tape System (“CTS”) and Consolidated
Quote Systems (“CQS”) Low Speed and High Speed Tapes to identify companies that
are noncompliant with Amex’s continued listing standards and/or delinquent with
respect to a required federal securities law periodic filing. Accordingly, the
Company will become subject to the trading symbol extension “.BC” to denote its
noncompliance. The indicator will not change the Company’s trading symbol
itself, but will be disseminated as an extension of the Company’s symbol on the
CTS and CQS whenever the Company’s trading symbol is transmitted with a
quotation or trade.
A copy of
the Press Release, dated May 21, 2009, issued by the Company pursuant to
Section 402 of the Company Guide that discloses the foregoing is annexed as
Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release dated May 21, 2009.
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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.
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XCORPOREAL,
INC.
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Date:
May 21, 2009
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By:
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/s/ Robert
Weinstein
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Robert
Weinstein
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Chief
Financial Officer
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