UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 23, 2024
Adamas One Corp.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-41560 | | 83-1833607 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
17767 N. Perimeter Dr., Ste. B115
Scottsdale, AZ 85255
(Address of principal executive offices)
(480) 356-8798
(Registrant’s telephone number, including area code)
_________________________________
(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 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 | | JEWL | | The Nasdaq Stock Market LLC |
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.
Adamas One Corp. (the “Company”) has a hearing scheduled for May 30, 2024 before a Nasdaq Hearings Panel (the “Panel”) regarding its plan to regain compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”).
On April 23, 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company of its noncompliance with two additional rules: (1) Nasdaq Listing Rule 5250(f) (the “Fees Rule”) for the Company’s failure to pay its Nasdaq annual listing fee; and (2) Nasdaq Listing Rule 5250(c)(1) (the “Filings Rule”) for the Company’s previously disclosed failure to timely file its (a) Annual Report on Form 10-K for the year ended September 30, 2023 and (b) Quarterly Report on Form 10-Q for the period ended December 31, 2023.
The Company’s violations of the Fees Rule and the Filings Rule serve as an additional basis for delisting the Company’s securities from Nasdaq and the Panel will consider these matters at the May 30th hearing.
The Company intends to present a plan to regain compliance with the Minimum Bid Price Rule, the Fees Rule, and the Filings Rule, and request the continued listing of its common shares on Nasdaq pending such compliance. However, there can be no assurance that the Panel will grant the Company’s request or that the Company will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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.
| | ADAMAS ONE CORP. |
| | | |
| Dated: April 29, 2024 | By: | /s/ John G. Grdina |
| | Name: Title: | John G. Grdina President and Chief Executive Officer |
