SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported)
October 24, 2019

 

Evolving Systems, Inc.

(Exact name of registrant as specified in its charter)

 

 

9800 Pyramid Court, Suite 400, Englewood, Colorado 80112

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (303) 802-1000

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

 

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                                              o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 

 

 

ITEM 8.01                                  OTHER EVENTS.

 

On October 24, 2019, Evolving Systems, Inc. (the “Company”) received a written notification from the Nasdaq Listing Qualifications Staff indicating that the Company has regained compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Stock Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) and that the matter is now closed.

 

The closing bid price of the Company’s common stock was greater than $1.00 per share from October 10, 2019 to October 23, 2019. Accordingly, the Company has regained compliance with the Minimum Bid Price Requirement.

 

ITEM 9.01                                  FINANCIAL STATEMENTS AND EXHIBITS.

 

d)                                     Exhibits.  The following exhibit is furnished with this report.

 

Exhibit No.		Description
99.1		Press release dated October 25, 2019, titled “Evolving Systems Satisfies Nasdaq’s Minimum Bid Price Rule.”

 

2

 

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 hereunto duly authorized.

 

Dated:  October 25, 2019

 

	Evolving Systems, Inc.
	By:	/s/ MARK P. SZYNKOWSKI
		Mark P. Szynkowski
		Senior Vice President of Finance

 

3

EXHBIT 99.1

 

Evolving Systems Satisfies Nasdaq’s Minimum Bid Price Rule

 

ENGLEWOOD, Colorado, October 25, 2019 - Leader in real-time digital engagement solutions and services, Evolving Systems, Inc. (Nasdaq:EVOL), announced today that its shares of Common Stock closed at $1.19 on October 23, 2019, marking the tenth consecutive day that the shares’ closing price exceeded $1.00 per share and enabling Evolving Systems (the “Company”) to regain compliance with the Nasdaq Stock Market (“Nasdaq”) Rule 5550(a)(2) (the “Minimum Bid Price Rule”).

 

The Company received notification from Nasdaq that Evolving Systems has regained compliance with the Minimum Bid Price Rule.  As previously reported, on July 8, 2019, Nasdaq notified the Company that it no longer complied with the Minimum Bid Price Rule, as the bid price of the Company’s shares of Common Stock closed below the minimum $1.00 per share for the 30 consecutive business days prior to the date of the letter.

 

Commenting on the development, Matthew Stecker, CEO, Evolving Systems, stated: “We are pleased to clear the hurdle to remain on Nasdaq and provide our shareholders with the benefit of continued listing.”

 

Evolving Systems, Inc. (NASDAQ:EVOL) is a provider of real-time digital engagement solutions and services to more than 80 customers in over 55 countries worldwide. The Company’s portfolio includes market-leading solutions and services for real-time analytics, customer acquisition, customer value management and loyalty for telecom, retail and financial services companies. Founded in 1985, the Company has its headquarters in Englewood, Colorado, with offices in Asia, Europe, Africa, South America and North America. For more information, please visit www.evolving.com or follow us on Twitter at http://twitter.com/EvolvingSystems.

 

CAUTIONARY STATEMENT

 

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Specifically, statements about the continued compliance with the Minimum Bid Price Rule. These statements are based on our expectations and are naturally subject to uncertainty and changes in circumstances. Readers should not place undue reliance on these forward-looking statements, and the Company may not undertake to update these statements. Actual results could vary materially from these expectations. For a more extensive discussion of Evolving Systems’ business, and important factors that could cause actual results to differ materially from those contained in the forward-looking statements, please refer to the Company’s Form 10-K filed April 4, 2019; Forms 10-Q, 10-Q/A, 8-K and 8-K/A; press releases and the Company’s website.

 

Investor Relations Contact:

Alice Ahern

Investor Relations

Evolving Systems

Tel: 1-844-732-5898

Email: investors@evolving.com