Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 9, 2017, comScore, Inc. (the “Company”) received an additional Staff Determination letter from the Nasdaq Listing Qualifications Department staff (the “Staff”), stating that because the Company had not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”), that such delinquency serves as an additional non-compliance event of Nasdaq’s listing rules, specifically Rule 5250(c)(1).
As previously disclosed, the Company has not been in compliance with Nasdaq Listing Rule 5250(c)(1) since March 2016, which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Company is also not in compliance with Nasdaq Listing Rule 5620(a), which required the Company to hold an annual meeting of stockholders for fiscal year 2015 by no later than December 31, 2016. On October 25, 2016, the Nasdaq Hearings Panel (the “Panel”) granted the Company’s request for continued listing of its common stock on Nasdaq until February 23, 2017, subject to certain conditions. One of the Panel’s conditions for continued listing required the Company file with the SEC by February 23, 2017 its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and its Quarterly Reports on Form 10-Q for the quarterly periods ending March 31, 2016, June 30, 2016 and September 30, 2016 (collectively, the “Reports”). Despite considerable efforts by the Company to regain compliance with all Nasdaq continued listing standards, the Company informed the Panel on February 2, 2017 of its determination that it would be unable to satisfy the February 23, 2017 deadline. The Panel suspended trading in the Company’s common stock on February 8, 2017.
Although the Company has appealed the Panel’s decision to the Nasdaq Listing and Hearing Review Council, no assurance can be given that the appeal will be successful in preventing the delisting of the Company’s shares. During the pendency of the appeal, the Staff continues to monitor the Company notwithstanding the February 8, 2017 suspension of trading in the Company’s common stock until such time as the Company’s stock is technically delisted from a regulatory standpoint, which cannot occur until the appeal is concluded. From a trading perspective, there is little difference between the Company’s common stock being “suspended” or “delisted.” The Company’s inability to timely file the 2016 Form 10-K does not change the Company’s trading status, nor do we believe that it materially impacts the appeal.
The Company is working as expeditiously as possible toward filing all required periodic financial reports with the SEC. As previously disclosed, the Company is targeting the Summer of 2017 to complete the financial restatement and to be current with all of its SEC filings, although there can be no assurance that the process will be completed by that time. Once the Company has regained compliance with its SEC filing requirements, the Company will promptly seek to relist its common stock on a national securities exchange.
The Company disclaims any intention to update this Current Report on Form 8-K to disclose any further response or action that the Company may take after the filing of this report.