SEC Filing Summary: Vringo, Inc. (Form 8-K)
Business Context and Reporting Period
This Form 8-K was filed by Vringo, Inc. on May 31, 2011, reporting an event that occurred on May 24, 2011. The filing addresses a notice received from the NYSE Amex LLC regarding the Company's failure to meet continued listing standards.
Key Financial Metrics
The filing does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. However, it explicitly states that the Company has sustained losses "so substantial in relation to its overall operations or its existing financial resources" that its ability to continue operations and meet obligations is questionable.
Material Changes and Listing Status
On May 24, 2011, the NYSE Amex LLC notified Vringo, Inc. of non-compliance with Section 1003(a)(iv) of the Exchange's Company Guide. This determination was based on a review of the Company's Forms 10-K and 10-Q for the periods ended December 31, 2010, and March 31, 2011, respectively. The Exchange cited the Company's substantial losses and impaired financial condition as the primary reasons for the non-compliance.
Outlook, Risks, and Contingencies
- Compliance Plan Deadline: The Company must submit a plan to regain compliance by June 23, 2011.
- Target Compliance Date: The plan must address how the Company intends to regain compliance by September 30, 2011.
- Delisting Risk: If the Company fails to submit an acceptable plan, or if the Exchange determines the Company is not making progress consistent with the plan or is not in compliance by September 30, 2011, the Exchange expects to initiate delisting proceedings.
- Management Action: The Company intends to submit the required plan by the June 23, 2011 deadline.
Investor Verification Checklist
- Verify the specific financial figures in the Forms 10-K (ended Dec 31, 2010) and 10-Q (ended Mar 31, 2011) that triggered the listing notice.
- Monitor the submission of the compliance plan by the June 23, 2011 deadline.
- Assess the feasibility of the Company's plan to reverse substantial losses by September 30, 2011.
- Review the attached press release (Exhibit 99.1) for additional management commentary on the financial condition.