DocumentUNITED STATES
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): December 29, 2020
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| PROFIRE ENERGY, INC. |
| (Exact name of registrant as specified in its charter) |
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| Nevada | | 001-36378 | | 20-0019425 |
| (State or other jurisdiction of incorporation) | | Commission File Number) | | (IRS Employer Identification No.) |
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| 321 South 1250 West, Suite 1, Lindon, Utah |
| (Address of principal executive offices) |
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| 84042 |
| (Zip code) |
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| (801) 796-5127 |
| (Registrant’s telephone number, including area code) |
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| N/A |
| (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):
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 [ ]
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 revise financial standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common, $0.001 Par Value | PFIE | NASDAQ |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously reported, on April 24, 2020, Profire Energy, Inc (the “Company”) received written notice from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with the Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because the closing bid price for the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), the Company was provided an initial grace period to regain compliance. Given the extraordinary market conditions in the financial markets, Nasdaq determined to toll the compliance period for the bid price requirement through June 30, 2020. The compliance period resumed on July 1, 2020 and the Company had 180 calendar days, or until December 28, 2020 (the “Original Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. The notice also indicated that, if the Company did not regain compliance with the Minimum Bid Price Requirement by December 28, 2020, it may be eligible for additional time to regain compliance.
On December 29, 2020, the Company received notice from the Staff of Nasdaq granting the Company an additional 180 calendar day period, or until June 28, 2021, to regain compliance. The Staff indicated that its determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
If the Company cannot demonstrate compliance with the bid price requirement by June 28, 2021, the Staff will provide written notification that the Company’s securities will be delisted from Nasdaq. The Company intends to consider available options to regain compliance with the bid price requirement by June 28, 2021.
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.
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| | PROFIRE ENERGY, INC. |
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| Date: December 29, 2020 | By: | /s/ Ryan W. Oviatt |
| | | Ryan W. Oviatt |
| | | Co-CEO and President |