Business Context and Reporting Period
This Form 8-K was filed by Rimini Street, Inc. (RMNI) on November 17, 2017, reporting events occurring on November 13, 2017. The Company recently completed a business combination with GP Investments Acquisition Corp. (GPIA) in October 2017, resulting in a name change and the commencement of trading on the Nasdaq Stock Market under the ticker symbol "RMNI" for common stock, "RMNIW" for warrants, and "RMNIU" for units.
Key Financial Metrics
This filing is a current report regarding listing status and does not contain financial statements. Consequently, there is no data provided in this document regarding revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the failure of the Company's warrants and units to meet Nasdaq Listing Rule 5515(a)(4) regarding the minimum requirement of 400 round lot holders. As a result, the Nasdaq Listing Qualifications Department determined that the warrants and units do not qualify for initial listing. The listing of the Company's common stock remains unaffected.
Outlook, Risks, and Management Commentary
- Delisting Action: The Company does not intend to appeal the Nasdaq determination. Warrants and units are scheduled for delisting and suspension at the opening of business on November 22, 2017.
- Future Trading Venue: The Company anticipates that warrants may be eligible for quotation on the OTC Bulletin Board or "Pink Sheets" following delisting, though no assurance is given that such trading will commence or be maintained.
- Unit Separation: Substantially all originally issued units have already been separated. Remaining unit holders may choose to hold units or separate them into common stock and warrants via their brokers.
Investor Verification Checklist
- Verify the suspension date of November 22, 2017, for RMNI warrants and units.
- Confirm the continued listing status of RMNI common stock on Nasdaq.
- Monitor the filing of Form 25-NSE to confirm the official removal of warrants and units from Nasdaq registration.
- Check for subsequent announcements regarding the commencement of OTC trading for the warrants.