Document
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): May 16, 2018
INNERWORKINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | | 000-52170 (Commission File Number) | | 20-5997364 (I.R.S. Employer Identification No.) |
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600 West Chicago Avenue Suite 850 Chicago, Illinois | | 60654 |
(Address of principal executive offices) | | (Zip Code) |
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| (312) 642-3700 (Registrant’s telephone number, including area code) | |
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| N/A | |
(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:
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))
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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 o |
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. o |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 11, 2018, InnerWorkings, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 indicating that the Form 10-Q filing would be delayed as a result of additional time required by the Company to complete the previously announced restatement of certain of its historical financial statements. On May 16, 2018, the Company received a customary notification letter from NASDAQ stating that, as a result of not having timely filed its Form 10-Q for the quarter ended March 31, 2018, the Company is not currently in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the U.S. Securities and Exchange Commission.
The NASDAQ letter has no immediate effect on the listing or trading of the Company’s common stock. The letter requests that the Company submit a plan to regain compliance with respect to NASDAQ’s listing standards no later than July 16, 2018. However, the Company anticipates that it will file the Form 10-Q in advance of that date, and therefore, believes that submission of a plan will not be necessary.
On May 18, 2018, the Company issued a press release disclosing the Company’s receipt of the NASDAQ letter. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No. | | Description |
| | Press Release dated May 18, 2018. |
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.
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| INNERWORKINGS, INC. |
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Dated: May 18, 2018 | By: | /s/ Charles D. Hodgkins III |
| Name: | Charles D. Hodgkins III |
| Title: | Interim Chief Financial Officer |