Business Context and Reporting Period
This Form 6-K is filed by SGOCO Group, Ltd. (referred to in metadata as Troops, Inc.) for the month of June 2012, dated June 5, 2012. The filing addresses a Nasdaq Late Filing Deficiency Letter received on May 30, 2012, regarding the Company's failure to timely file its Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a compliance notification and does not contain financial performance data.
Material Changes
The primary material change is the Company's non-compliance with Nasdaq Marketplace Rule 5250(c)(1) due to the late filing of its 2011 Annual Report. Consequently, the Company no longer complies with Nasdaq requirements for continued listing.
Guidance, Outlook, and Risks
- Compliance Plan: The Nasdaq Staff has requested a plan to regain compliance by June 12, 2012. The Company intends to submit this plan and request continued listing pending its completion.
- Extension Possibility: Under continued listing rules, the Staff may grant an extension of up to 180 calendar days from the filing's due date to regain compliance.
- Risk of Delisting: If the plan is not approved or compliance is not achieved, the Staff may issue a Staff Delist Determination.
Investor Verification Checklist
- Verify the status of the Company's Form 20-F for the year ended December 31, 2011.
- Confirm whether the Company submitted its compliance plan to Nasdaq by the June 12, 2012 deadline.
- Monitor for any official Nasdaq Staff Delist Determination or approval of an extension.
- Review the attached Press Release (Exhibit 99.1) for additional management commentary on the situation.