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) September 22, 2020

 

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

001-33059
(Commission
File Number)

20-5657551
(IRS Employer
Identification No.)

 

Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
630-845-4500

 

(Address and telephone number of principal executive offices)

 

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

 FTEK

NASDAQ Capital Market 

 

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 provision:

 

☐

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))

 

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.

 

As previously reported, Fuel Tech, Inc. (the “Company”) was notified by the NASDAQ Stock Market (“NASDAQ”) on January 7, 2020, that the bid price for the Company’s Common Stock was not in compliance with the minimum bid price requirement of NASDAQ Marketplace Rule 5450(a)(1) (the “Rule”) for continued listing. At that time, NASDAQ gave the Company 180 calendar days to regain compliance. This was subsequently extended to September 18, 2020.

 

On September 22, 2020, NASDAQ notified the Company that it had approved the Company’s application to transfer its listing from NASDAQ’s Global Select tier to the Capital Market tier. This transfer will be effective at the opening of business on Wednesday, September 23, 2020. NASDAQ also approved an additional 180 calendar day compliance period to regain compliance with the minimum bid requirement. The Company has until March 17, 2021, to demonstrate compliance with the minimum bid price requirement for continued listing. The Company will regain compliance with the Rule if at any time before March 17, 2021, the bid price for the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days.

 

The Company intends to monitor the closing bid price of its Common Stock and has given written assurance to NASDAQ that it will, if necessary, implement available options to regain compliance with the minimum bid price requirement under the Rule, including a reverse stock split within the range previously approved by stockholders.

 

On September 22, 2020, the Company issued a news release announcing the approval of the transfer of its securities to the NASDAQ Capital Market and the additional 180 calendar day grace period for compliance. The full text of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

 

99.1

Press Release of Fuel Tech, Inc., dated September 22, 2020

 

 
 

 

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.

 

 

Fuel Tech, Inc.
(Registrant)
 

 

Date: September 22, 2020 

By:  

/s/ Albert G. Grigonis  

 

 

 

Albert G. Grigonis

 

 

 

Senior Vice President, General Counsel and Secretary 

 

 

 

Exhibit 99.1

 

 

CONTACT:

Vince Arnone

President and Chief Executive Officer

(630) 845-4500

Devin Sullivan

Senior Vice President

The Equity Group Inc.

(212) 836-9608

dsullivan@equityny.com

         

FOR IMMEDIATE RELEASE

 

fUEL TECH ANNOUNCES LISTING TRANSFER TO NASDAQ CAPITAL MARKET® AND 180 DAY EXTENSION TO REGAIN COMPLIANCE WITH MINIMUM BID REQUIREMENT

 

WARRENVILLE, Ill. - September 22, 2020 – Fuel Tech, Inc. (NASDAQ: FTEK), a technology company providing advanced engineering solutions for the optimization of combustion systems, emissions control and water treatment in utility and industrial applications, today announced that on September 22, 2020, the NASDAQ Stock Market (“NASDAQ”) approved the Company’s application to transfer its listing from NASDAQ’s Global Select tier to the Capital Market tier. In connection with the transfer to the Capital Market tier, NASDAQ also granted the Company an additional 180 calendar day grace period to regain compliance with the minimum bid requirement of NASDAQ Marketplace Rule 5450(a)(1) (the “Rule”) for continued listing.

 

The NASDAQ Capital Market® is one of the three markets for NASDAQ-listed stocks and operates in the same manner as the NASDAQ Global Select Market®.   Companies listed on the NASDAQ Capital Market must meet certain financial requirements and adhere to NASDAQ's corporate governance standards. The transfer is expected to be effective at the opening of business on Wednesday, September 23, 2020.

 

As previously reported, the Company was notified by NASDAQ on January 7, 2020 that the bid price for its Common Stock was not in compliance with the Rule. At that time, NASDAQ gave the Company 180 calendar days to regain compliance; this was subsequently extended to September 18, 2020. The Company has until March 17, 2021, to demonstrate compliance with the minimum bid price requirement for continued listing. The Company will regain compliance with the Rule if at any time before March 17, 2021, the bid price for the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days.

 

The Company intends to monitor the closing bid price of its Common Stock and has given written assurance to NASDAQ that it will, if necessary, implement available options to regain compliance with the minimum bid price requirement under the Rule, including a reverse stock split within the range previously approved by stockholders. 

 

 
 

 

About Fuel Tech

 

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies and its solutions have been in installed on over 1,200 utility, industrial and municipal units worldwide. The Company’s FUEL CHEM® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion, and opacity. Water treatment technologies include DGI™ Dissolved Gas Infusion Systems which utilize a patented nozzle to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment, and wastewater odor management. Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. For more information, visit Fuel Tech’s web site at www.ftek.com.

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.

 

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