- Current report filing (8-K)
30 Enero 2009 - 3:31PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report
(Date of
Earliest Event Reported):
January
26,
2009
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MRU
Holdings, Inc.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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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
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(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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.):
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o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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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(b) As
previously reported, 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, 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).
On January 29, 2009, the Company
notified Nasdaq of the resignation from the Board of Directors of a second
independent director and the Chairman of the Company’s audit committee, Mr.
Richmond T. Fisher, and advised Nasdaq that the Company continued to not be in
compliance with Nasdaq Rules 4350(c)(1) and 4350(d)(2)(A) because of the two
vacancies resulting from the resignations of Mr. Bushley and Mr.
Fisher.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) On
January 26, 2009, Richmond T. Fisher resigned from the Company’s Board of
Directors.
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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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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