SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

F O R M 6-K

  

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2018

 

MER TELEMANAGEMENT SOLUTIONS LTD.

(Name of Registrant)

  

14 Hatidhar Street, Ra'anana 43665, Israel 

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

  

Form 20-F x           Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

  

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

  

Yes ¨           No x

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

 

This Form 6-K is being incorporated by reference into the Registrant’s Form S-8 Registration Statements File Nos. 333-123321 and 333-180369.

 

 

 

 

  

MER Telemanagement Solutions Ltd.

 

EXPLANATORY NOTE

 

This Form 6-k is being filed to correct the 6-K filing made on November 5, 2018, to announce that the Company regained compliance with the shareholders’ equity requirement of NASDAQ Listing Rule 5550(b)(1).

 

EXHIBITS

 

Exhibit
Number
 
Description
     
99.1  

Announcement of MTS regaining compliance with the shareholders’ equity requirement of NASDAQ Listing Rule 5550(b)(1) 

 

 

 

 

SIGNATURE

  

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, thereunto duly authorized.

 

  MER TELEMANAGEMENT SOLUTIONS LTD.  
  (Registrant)  
       
       
       
   By: /s/ Roy Hess  
    Roy Hess  
    Chief Executive Officer  

  

Date: November 14, 2018

 

 


 

Exhibit 99.1

 

MER Telemanagement Solutions Ltd.

 

RA'ANANA, Israel / River Edge, NJ, USA – November 14, 2018 - MTS - Mer Telemanagement Solutions Ltd. (NASDAQ Capital Market: MTSL), a global provider of telecommunications expense management (“TEM”) and enterprise mobility management (“EMM”) solutions, announced today the Company believes it has regained compliance with the shareholders’ equity requirement of NASDAQ Listing Rule 5550(b)(1) (the “Rule”). As previously reported, on May 7, 2018, MER Telemanagement Solutions Ltd. (the “Company”) received a NASDAQ Staff (the “Staff”) Determination Letter indicating that it has failed to comply with the Rule, which requires the Company to maintain either a minimum of $2,500,000 in shareholders’ equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. Also, as previously reported, the Company developed and submitted a plan to regain compliance with the shareholder’s equity requirement and on July 27, 2018, the Staff granted the Company an extension of time to regain compliance with the Rule until November 5, 2018.

  

Prior to November 5, 2018, the Company implemented the following steps in order to regain compliance:

  

1.The Company implemented various cost-cutting measures, including a reduction in number of personnel during the second quarter of 2018 and took other steps aimed to regain profitability in 2018;

 

2.On June 22, 2018, the Company issued 175,439 ordinary shares to an institutional investor, for an aggregate investment of $200,000; and

 

3.On October 31, 2018, the Company issued 1,315,789 shares of newly-created class of convertible preferred shares to an institutional investor, for an aggregate investment of $1.5 million. This issuance of the preferred shares was made following the approval by the Company’s shareholders of the Securities Purchase Agreement with the institutional investor and the transactions contemplated thereby at the Company’s annual general meeting of shareholders held on October 28, 2018.

  

Based on these actions, the Company believes it has regained compliance with the shareholders’ equity requirement of the Rule.

 

NASDAQ has advised the Company that it will continue to monitor the Company’s ongoing compliance with the shareholders’ equity requirement and, if at the time of the Company’s next periodic report the Company does not evidence compliance, the Company may be subject to delisting.

 

About MTS

Mer Telemanagement Solutions Ltd. (“MTS”) is focused on innovative products and services for enterprises in the area of telecom expense management (“TEM”) and Call Accounting. Headquartered in Israel, MTS markets its solutions through wholly-owned subsidiaries in Israel, the U.S and Hong Kong, as well as through distribution channels. For more information please visit the MTS web site: www.mtsint.com.

 

Certain matters discussed in this news release are forward-looking statements that involve a number of risks and uncertainties including, but not limited to, risks in product development plans and schedules, rapid technological change, changes and delays in product approval and introduction, customer acceptance of new products, the impact of competitive products and pricing, market acceptance, the lengthy sales cycle, proprietary rights of the Company and its competitors, risk of operations in Israel, government regulations, dependence on third parties to manufacture products, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission.

 

MTS Contact:

 

Ofira Bar

CFO

Tel: +972-9-7777-540