- Current report filing (8-K)
30 Diciembre 2008 - 4:16PM
Edgar (US Regulatory)
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): December 24, 2008
MRU
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-33073
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33-0954381
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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590
Madison Avenue, 13
th
Floor
New
York, New York
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10022
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(212)
398-1780
(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 (
see
General Instruction A.2.):
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))
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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(a) On
December 18, 2008, MRU Holdings, Inc. (the “Company”) notified the Nasdaq Stock
Market that, solely due to a vacancy on the Company’s board of directors
resulting from the resignation of C. David Bushley as a director (the
“Resignation”), the Company was not in compliance with (i) Nasdaq Rule
4350(c)(1) which requires that the Company maintain a majority of independent
directors and (ii) Nasdaq Rule 4350(d)(2)(A) which requires that the Company
maintain an audit committee of not less than three members who meet the
independence criteria set forth in Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934, as amended and Nasdaq Rule 4200(a)(15).
Under
Nasdaq Rule 4350(c)(1), with respect to the requirement to have a majority of
independent directors and Rule 4350(d)(4)(B) with respect to the requirement to
have an audit committee comprised of at least three independent directors, the
Company is required to gain regain compliance with the board composition and
audit committee requirements by the earlier of its next annual stockholders
meeting or one year from the occurrence of the event that caused the failure to
comply with these requirements provided, however, that if the annual
stockholders meeting occurs no later than 180 days following the event that
caused the failure to comply with these requirements, the Company instead will
have 180 days from such event to regain compliance.
On
December 19, 2008, the Company filed a Current Report on Form 8-K which, among
other things, disclosed that the Company had notified the Nasdaq Stock Market
concerning the Resignation and the resulting non-compliance with the audit
committee and independent director requirements.
On
December 24, 2008, in response to the Company’s notification, the Company
received a letter from the Nasdaq Stock Market (“Nasdaq Letter”) confirming the
Company’s determination that it was not in compliance with Nasdaq’s independent
director and audit committee requirements but that such non-compliance could be
cured within a specified period. Specifically, the Nasdaq Letter
states that (i) the Company must regain compliance with the audit committee and
independent director requirements by the earlier of December 17, 2009 or the
Company’s next annual shareholder’s meeting; provided, however, that if the next
annual shareholders’ meeting is held before June 15, 2009, then the Company must
evidence compliance no later than June 15, 2009, (ii) if the Company does not
comply with the rule by such date, the Company will receive notification that
its common stock will be delisted from the Nasdaq Stock Market and (iii) at that
time, the Company may appeal the delisting determination to a Listing
Qualifications Panel.
Item
9.01
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Financial
Statements and Exhibits
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99.1
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Press
release dated December 30,
2008
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SIGNATURES
Pursuant
to the requirements 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 hereunto duly authorized.
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MRU
HOLDINGS, INC.
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December
30, 2008
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By:
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/s/
Jonathan
Coblentz
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Name:
Jonathan Coblentz
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Title:
Chief Financial Officer and
Treasurer
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Mru Holdings (MM) (NASDAQ:UNCL)
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