UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 1, 2020 (August 26, 2020)
THE
PECK COMPANY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37707
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47-2150172
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(State or other
jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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4050
Williston Road, #511, South Burlington, Vermont 05403
(Address
of Principal Executive Offices) (Zip Code)
(802)
658-3378
(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.0001
par value per share
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PECK
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Nasdaq Capital Market
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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 [X]
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
August 26, 2020 The Peck Company Holdings, Inc., a Delaware corporation (the “Company”), received a letter (the “Nasdaq
Letter) form Ms. Una Hahn, Listing Analyst, Nasdaq Listing Qualifications of the Nasdaq Stock Market indicating that, as result
of the resignation on August 6, 2020 of Mr. Douglas Rose as a member of the Board of Directors of the Company, the Company no
longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Nasdaq Listing Rule
5605. The Nasdaq Listing Rules provide the Company a cure period in order to regain compliance. Counsel to the Company responded
to the Nasdaq Letter by a letter dated September 1, 2020 (the “Company Letter”) indicating that the Company anticipated
coming into compliance with Nasdaq Listing Rule 5605 upon the closing of the planned merger (the “Merger”) of Sunworks,
Inc. into Peck Mercury, Inc., a wholly-owned subsidiary of the Company. The closing of the Merger is anticipated to occur in Q4
2020. As indicated in the Company Letter, the Company anticipates increasing the size of the Company’s Board of Directors
to seven persons, a majority of whom will be independent and appointing an additional member meeting Nasdaq’s independence
standards to the Company’s Audit Committee thereby curing the Company’s non-compliance.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements, which include all statements that do not relate solely to historical
or current facts, such as statements concerning the Company’s expectations, anticipations, intentions, or beliefs regarding
the composition of the Company’s Board of Directors and Audit Committee . These forward-looking statements are based on
management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements
are based on expectations and are not statements of fact, actual results may differ materially from those projected and are subject
to a number of known and unknown risks and uncertainties. as described herein; and other risks and uncertainties described under
the headings “Forward-Looking Statements,” “Risk Factors” and other sections of the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2020, and subsequent filings. The Company undertakes
no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibits) is being “furnished,”
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference
in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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.
Dated:
September 1, 2020
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The Peck Company Holdings, Inc.
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By:
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/s/
Jeffrey Peck
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Name:
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Jeffrey Peck
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Title:
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Chief Executive Officer
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Exhibit 99.1
By
Electronic Delivery to: jeff@peckelectric.com; kmerritt@merritt-merritt.com
August
26, 2020
Mr.
Jeffrey Peck
Chief
Executive Officer
The
Peck Company Holdings, Inc.
4050
Williston Road, #511
South
Burlington, Vermont 05403
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Re:
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The
Peck Company Holdings, Inc. (the “Company”)
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Nasdaq
Symbol: PECK
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Dear
Mr. Peck:
As
you are aware, due to resignation of Mr. Douglas Rose on August 6, 2020 from the Company’s board and audit committee, the
Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule
5605.
However,
consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain
compliance as follows:
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until
the earlier of the Company’s next annual shareholders’ meeting or August
6, 2021; or
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if
the next annual shareholders’ meeting is held before February 2, 2021, then the
Company must evidence compliance no later than February 2, 2021.
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The
Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules
no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide
written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination
to a Hearings Panel.
Our
Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules,
or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter
and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern
identified by Nasdaq in reaching the determination.1 The Company must also submit the announcement to Nasdaq’s
MarketWatch Department.2 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time,
the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release.
If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern
Time. Please note that if you do not make the required announcement trading in your securities will be halted.3
1
Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
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The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system
available at nasdaq.net/ED/IssuerEntry.
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Listing IM-5810-1.
Mr.
Jeffrey Peck
August 26, 2020
Page
2
In
addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting the Company’s non-compliance.
The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com
and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s)
for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list
commencing five business days from the date of this letter.
If
you have any questions, please contact me at +1 301 978 8033. Sincerely,
Una
Hahn Listing Analyst
Nasdaq
Listing Qualifications
NASDAQ
ONLINE RESOURCES
All
of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic
submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently
asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.
To
help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
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Board
Composition and Committee Requirements
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Governance
Clearinghouse
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Hearings
Process
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How
to Transfer to Nasdaq Capital Market
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Information
about Application of Shareholder Approval Rules
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Initial
Listing Process
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Listing
Fees
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Listing
of Additional Shares Process
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MarketWatch
Electronic Disclosure Submissions
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Nasdaq
Listing Rules: Initial and Continued Listing
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Reference
Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions
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Exhibit
99.2
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By
Electronic Delivery to: Una.Hahn@nasdaq.com
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September
1, 2020
Ms.
Una Hahn Listing Analyst Listing Qualifications Nasdaq
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Re:
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The
Peck Company Holdings, Inc. (the “Company”)-
Nasdaq Symbol: PECK
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Dear
Ms. Hahn:
As
you are aware we are counsel to the Company. On behalf of the Company we acknowledge receipt of your letter dated August 26, 2020
to Mr. Jeffrey Peck relating to the Company’s non-compliance with Nasdaq’s independent director and audit committee
requirements as set forth in Listing Rule 5605 which was caused by the resignation
on August 6, 2020 of Mr. Douglas Rose. The Company is a party to an Agreement and Plan of Merger (the “Merger Agreement”)
with Sunworks, Inc. dated August 10, 2020 pursuant to which Peck Mercury, Inc., a wholly-owned subsidiary of the Company, will
merge with and into Sunworks, Inc. (the “Merger”) resulting in Sunworks, Inc. being a wholly-owned subsidiary of the
Company. The Merger Agreement provides that upon the closing of the Merger the Board of Directors of the Company will be expanded
to seven members. The Company anticipates a majority of the directors of the Company at that time will be independent thereby
curing the Company’s non-compliance referenced above. The Company anticipates the Merger will occur in Q4 2020. At that
time the Company will submit the required Nasdaq documentation.
The
Company will be filing a Form 8-K to disclose receipt of your letter and the Company’s response.
Please
contact the undersigned if you have any questions.
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Very
truly yours,
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/s/
H. Kenneth Merritt , Jr.
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H.
Kenneth Merritt, Jr.
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