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): June 3, 2022 (May 31, 2022)
ALTISOURCE ASSET MANAGEMENT CORPORATION
(Exact name of Registrant as specified in its charter)
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| U.S. Virgin Islands | | 001-36063 | | 66-0783125 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
5100 Tamarind Reef
Christiansted, U.S. Virgin Islands 00820
(Address of principal executive offices including zip code)
(704) 275-9113
(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))
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | AAMC | NYSE American |
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.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 31, 2022, Altisource Asset Management Corporation (the “Company”) received a deficiency letter (the “Letter”) from the NYSE American LLC (the “NYSE”) indicating that the Company is not in compliance with the NYSE continued listing standard as set forth in Section 1003(a)(i), (ii) and (iii) of the NYSE Company Guide. The Letter does not result in the immediate delisting of the Company’s common stock from the NYSE Market.
Pursuant to the NYSE Company Guide and as provided in the Letter, the Company may provide the NYSE staff with a plan (the "Plan") by June 30, 2022 advising the NYSE staff of any actions the Company has taken and plans on taking that will bring the Company into compliance with the NYSE’s continued listing standards within 18 months from receipt of the Letter (i.e. November 30, 2023). The Company intends to submit a Plan by the June 30, 2022 deadline.
There is no assurance that the NYSE staff will accept the Plan. If the NYSE staff accepts the Plan, the NYSE staff will review the Company’s compliance with the Plan on a quarterly basis and if the Company does not show progress consistent with the Plan or is not in compliance with the NYSE’s continued listing standards by November 30, 2023, the NYSE will commence delisting procedures. If the Company does not submit the Plan or if the NYSE staff does not accept the Plan, the NYSE staff will initiate delisting proceedings.
The Company’s common stock will continue to be listed and trade on the NYSE during this period, subject to the Company’s compliance with other NYSE continued listing standards.
The Company’s receipt of the Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
Forward-looking Statements
This Currenr Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding management’s beliefs, estimates, projections, anticipations, and assumptions with respect to, among other things, the Company’s financial results, future operations, business plans and investment strategies as well as industry and market conditions and its ability to maintain its listing on the NYSE. These statements may be identified by words such as “anticipate,” “intend,” “expect,” “may,” “could,” “should,” “would,” “plan,” “estimate,” “target,” “seek,” “believe” and other expressions or words of similar meaning. The Company cautions that forward-looking statements are qualified by the existence of certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors that could cause the Company's actual results to differ materially from these forward-looking statements may include, without limitation, the NYSE’s failure to accept the Plan, the Company's ability to execute the Plan, the Company's ability to maintain compliance with the NYSE’s continued listing standards, the Company's ability to develop its businesses, and to make them successful or sustain the performance of any such businesses; and other risks and uncertainties detailed in the “Risk Factors” and other sections described from time to time in the Company’s current and future filings with the Securities and Exchange Commission. The foregoing list of factors should not be construed as exhaustive.
The statements made in this Current Report on Form 8-K are current as of the date of this Current Report on Form 8-K only. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise.
Item 7.01 Regulation FD Disclosure.
On June 3, 2022, the Company issued a press release announcing the receipt of the Letter from NYSE, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | | Description |
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| | Press Release of Altisource Asset Management Corporation, dated June 3, 2022 |
| 101 | | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language) |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | Altisource Asset Management Corporation |
| June 3, 2022 | By: | /s/ Kevin Sullivan |
| | Kevin Sullivan General Counsel |
