UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 17, 2009
Luna Innovations Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-52008 | 54-1560050 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1 Riverside Circle, Suite 400
Roanoke, Virginia 24016
(Address of principal executive offices, including zip code)
540-769-8400
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On September 17, 2009, Luna Innovations Incorporated (the “Company”) received a notice of deficiency from the NASDAQ Stock Market listing qualifications department staff indicating that because the bid price of the Company’s common stock had closed below the minimum $1.00 per share threshold set forth in NASDAQ Listing Rule 5550(a)(2) for the prior 30 consecutive trading days. The Company has been provided 180 calendar days, or until March 15, 2010, to regain compliance with the minimum bid price requirement.
A copy of the press release announcing the notice of deficiency is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 |
Press Release dated September 18, 2009 |
SIGNATURES
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.
| Luna Innovations Incorporated | ||
| By: | /s/ Talfourd H. Kemper, Jr. | |
| Talfourd H. Kemper, Jr. | ||
| Vice President and General Counsel | ||
Date: September 18, 2009
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Press Release dated September 18, 2009 |
Exhibit 99.1
 |
Release Luna Innovations Incorporated 1 Riverside Circle, Suite 400 Roanoke, VA 24016 |
Luna Innovations Receives NASDAQ Notification Regarding Bid
Price; Grace Period Granted Through March 15, 2010
(ROANOKE, VA, September 18) Luna Innovations Incorporated (NASDAQ:LUNA), a company focusing on sensing & instrumentation and pharmaceutical nanomedicines, today announced that the Company has received a letter from The NASDAQ Stock Market indicating that because the bid price of the Company’s common stock closed below the minimum $1.00 per share threshold set forth in NASDAQ Listing Rule 5550(a)(2) for the prior 30 consecutive business days, the Company has been provided 180 calendar days, or until March 15, 2010, to regain compliance with the minimum bid price requirement. In addition, should the Company satisfy the criteria for initial listing on The NASDAQ Capital Market (except for bid price) as of March 15, 2010, the Company will be entitled to a second 180-calendar day period, through September 13, 2010, to regain compliance with the minimum bid price requirement. The Company will regain compliance with NASDAQ’s minimum bid price requirement if the bid price of its common stock closes at $1.00 or higher for a minimum of ten consecutive business days during the compliance period. This notice does not affect the Company’s listing on NASDAQ at this time.
As previously announced on September 8, 2009, the NASDAQ Listing Qualifications Panel determined to transfer the Company’s listing to The NASDAQ Capital Market and to continue the listing of the Company’s common stock subject to several conditions, including the Company’s emergence from Chapter 11 reorganization by December 31, 2009.
~ MORE ~
| LUNA INNOVATIONS INCORPORATED | Luna NASDAQgrace, Page 2 |
About Luna Innovations:
Luna Innovations Incorporated (www.lunainnovations.com) develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. Our products are used to measure, monitor, protect and improve critical processes in the markets we serve. Through its disciplined commercialization business model, Luna has become a recognized leader in transitioning science to solutions. Luna is headquartered in Roanoke, Virginia.
###
Investor Contact:
Dale Messick
Luna Innovations Incorporated
Phone:1.540.769.8400
Email: IR@lunainnovations.com
Media Contact:
Karin Clark
Luna Innovations Incorporated
Phone:1.540.769.8400
Email: kclark@lunainnovations.com