UNITED 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): October 1031, 2019

REVOLUTION LIGHTING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-23590	59-3046866
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

177 Broad Street, Stamford, Connecticut		06901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 504-1111

(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))

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock

RVLT

Nasdaq Capital Market

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnFifth ~~October 10,~~Amendment ~~2019, Revolution Lighting Technologies, Inc. (the “Company”) received a notification letter from the Nasdaq Hearings Panel (the “Panel”), informing the Company that the Panel has determined~~ to ~~delist~~Forbearance ~~the~~Agreement ~~Company’s common stock from The Nasdaq Capital Market~~ and, ~~accordingly,~~Nineteenth ~~that~~Amendment trading in the Company’s common stock will be suspended effective at the open of business on October 14, 2019. The Panel also informed the Company that, following suspension of trading in the Company’s shares, Nasdaq will complete the delisting by filing a Form 25 with the Securities and Exchange Commission (“SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. Following suspension of trading of the Company’s common stock on The Nasdaq Capital Market, the Company plans to ~~have~~Credit ~~its shares quoted on the OTC Pink Market.~~ Facility

AsEffective ~~disclosed in prior Current Reports~~ on Form 8-K filed by the Company with the SEC, the Company has received delisting determination letters from the staff of the Listing Qualifications Department of the Nasdaq Stock Market informing the Company that, since it has been unable to file its Quarterly Reports on Form 10-Q for the quarters ended SeptemberNovember 3013, ~~2018, March 31,~~ 2019 ~~and June 30~~, ~~2019~~Revolution ~~and~~Lighting ~~its Annual Report on Form 10-K for the year ended December 31~~Technologies, ~~2018~~Inc. ~~as required by Nasdaq Listing Rule 5250~~(~~c)(1), and since~~ the “Company”) isand ~~not~~its indirect ~~compliance~~and ~~with~~indirect ~~Nasdaq~~subsidiaries ~~Listing Rule 5550~~(~~a)(2)~~collectively, ~~which requires listed companies to maintain a minimum bid price of at least $1.00 per share, the~~ ~~Company’s~~the ~~common~~“Obligors”) ~~stock~~entered isinto ~~subject to delisting from Nasdaq. The Company presented~~ a ~~plan~~Fifth ofAmendment ~~compliance~~ to ~~the~~Forbearance ~~Panel~~Agreement ~~at a hearing held on June 6, 2019,~~ and onNineteenth ~~July 9,~~Amendment ~~2019~~ (the ~~Company~~“Nineteenth ~~received~~Amendment”) ~~an extension letter from the Panel informing the Company that the Company’s common stock would remain listed on The Nasdaq Capital Market, subject~~ to ~~certain requirements, including that the Company become current in all of~~ its ~~SEC~~loan ~~periodic reports by October 29, 2019. On October 9, 2019, the Company notified the Panel of the Company’s determination to withdraw from the hearings process after Company management~~ and ~~the~~security ~~Audit~~agreement ~~Committee of~~ (the ~~Company’s~~“Loan ~~Board~~Agreement”) ~~of Directors determined that it would be unable to regain compliance~~ with ~~its~~Bank ~~periodic reporting obligations by the Panel’s October 29, 2019 deadline due to delays it has experienced in the completion~~ of ~~the~~America ~~audit~~N.A. (“Bank of ~~its financial statements for the fiscal years ended December 31, 2016, 2017 and 2018, which it had planned to include in its Annual Report on Form 10-K for the year ended December 31, 2018~~America”).

AsUnder ~~previously~~the ~~disclosed,~~terms of the ~~Company’s~~Nineteenth ~~previously~~Amendment, ~~filed~~Bank ~~financial~~of ~~statements~~America ~~for~~agreed ~~the~~to ~~years~~continue ~~ended~~to ~~December 31~~forbear, ~~2014~~until ~~through~~January 26, ~~2017 as well as~~ 2020, the ~~audit reports~~maturity date of the ~~Company’s~~Loan ~~former~~Agreement, ~~independent~~from ~~auditors~~exercising ~~have~~its ~~been~~rights ~~withdrawn,~~and asremedies ~~have~~against the ~~Company’s~~Obligors ~~financial~~as ~~statements~~a ~~for~~result ~~the~~of ~~fiscal~~breaches ~~quarters~~of ~~within~~certain ~~each~~covenants ofunder the ~~2017~~Loan Agreement. Furthermore, ~~2016~~Bank ~~and~~of ~~2015~~America ~~fiscal~~agreed ~~years~~to ~~and~~increase the ~~fiscal~~Company’s ~~quarters~~borrowing base ~~ended~~under ~~March 31, 2018~~the ~~and~~Loan ~~June 30,~~Agreement ~~2018~~by $2.0 million ~~These~~to ~~financial~~provide ~~statements~~the ~~should~~Company ~~not~~with beadditional ~~relied upon~~liquidity. ~~The~~Under ~~Company~~the ~~continues~~Nineteenth toAmendment, ~~work~~the toCompany ~~complete~~agreed, ~~the~~among ~~financial~~other ~~statements~~things, ~~required~~ to ~~regain~~pay ~~compliance~~a ~~with~~$2,500 ~~its~~fee ~~periodic~~and ~~reporting~~Bank ~~obligations.~~of AtAmerica’s ~~this time~~expenses, ~~the~~including attorney’s ~~Company~~fees, ~~is unable~~in toconnection ~~predict~~with ~~when~~the ~~those~~Nineteenth ~~financial~~Amendment ~~statements~~and ~~will~~prior beopen ~~completed~~invoices.

~~Forward-looking~~As ~~statements~~previously disclosed, Robert V. LaPenta, Sr., the Company’s Chairman, CEO and President, previously agreed to guarantee up to $7.0 million of borrowings under the Loan Agreement (the “Guaranty”) and to maintain a minimum balance in a securities account of at least $14.0 million to secure the Guaranty (the “Pledged Securities”). In connection with the Nineteenth Amendment, Mr. LaPenta increased the Guaranty from $7.0 million to $9.0 million, and the required minimum balance of Pledged Securities increased from $14.0 million to $18.0 million. In connection with the Nineteenth Amendment, the Audit Committee of the Company’s Board of Directors approved increasing the Company’s obligation under the Reimbursement Agreement, dated August 16, 2019, to reimburse Mr. LaPenta for such amounts, if any, paid pursuant to the Guaranty.

~~Except~~As ~~for statements~~ of November ~~historical~~18, ~~fact~~2019, the ~~matters~~Company ~~discussed~~had ~~herein~~total ~~are~~debt ~~“forward-looking statements” within the meaning~~ of ~~the~~approximately ~~applicable securities laws and regulations~~$78.0 ~~The words “will~~million,” ~~“may,”~~including ~~“estimates”,~~aggregate ~~“expects,”~~principal ~~“intends,” “plans”, “believes”~~ and ~~similar~~interest ~~expressions~~outstanding ~~are~~under ~~intended~~the toCompany’s ~~identify~~line ~~forward-looking statements,~~of ~~although~~credit ~~not~~with ~~all~~Bank ~~forward-looking~~of ~~statements~~America ~~contain~~of ~~these~~approximately ~~identifying words~~$24.1 ~~Forward-looking statements~~million, ~~including~~aggregate ~~statements~~principal ~~regarding whether~~ and interest ~~when~~outstanding ~~the~~under ~~company~~loans ~~will~~from ~~complete~~Mr. LaPenta ~~the~~and ~~restatement~~Aston ~~and~~Capital, ~~audit~~LLC of ~~its~~approximately ~~historical~~$52.7 ~~financial statements~~million and ~~become~~approximately ~~current~~$1.2 inmillion ~~its SEC reporting obligations involve risks and uncertainties that may cause actual results to differ materially~~ from ~~those~~other ~~stated here~~sources. ~~Factors~~As ~~that~~of ~~could~~November ~~cause actual results to differ materially from those in the forward-looking statements include~~18, ~~but are not limited to~~2019, the ~~availability of historical accounting records and information, the timing and feasibility of the~~ Company’s ~~ongoing~~estimates ~~restatement~~that ~~and~~it ~~audit,~~had ~~the~~$2.6 ~~reduced~~million ~~liquidity~~ of ~~the~~available ~~Company’s~~liquidity, ~~common~~reflecting ~~stock~~its ~~after~~net ~~delisting~~cash ~~and~~position ~~the~~plus ~~other risks described more fully in~~ the ~~Company’s~~remaining ~~filings~~borrowing ~~with~~availability ~~the~~under ~~SEC. Forward-looking statements reflect~~ the ~~views~~Loan ~~of the Company’s management as of the date hereof~~Agreement. ~~The Company does not undertake to revise these statements to reflect subsequent developments.~~

~~SIGNATURE~~The Company will likely need additional funding to continue its operations beyond the end of the first quarter of 2020. The extent of additional funds required will depend on the Company’s results of operations in the fourth quarter of 2019 and future periods, the amount of time and expense necessary to complete the previously announced investigation by the Securities and Exchange Commission (the “SEC”) and the restatement of certain of the Company’s financial statements and other related costs. The Company plans to work with Bank of America to further amend the Loan Agreement to extend the current maturity date and to provide for ongoing borrowing availability following January 26, 2020. However, there can be no assurance that the Company will obtain such an amendment. Any failure to obtain such an amendment under the Loan Agreement could result in the exercise of remedies by Bank of America and all amounts becoming due under the Loan Agreement, and cause the Company to become unable to operate as a going concern.

~~Pursuant~~The toforegoing ~~the~~description ~~requirements~~ of the ~~Securities~~Nineteenth ~~Exchange~~Amendment ~~Act~~is ofnot ~~1934,~~complete ~~the~~and ~~registrant~~is ~~has~~qualified ~~duly~~in ~~caused~~its ~~this~~entirety ~~report~~by reference to bethe ~~signed~~full ontext of ~~its~~the ~~behalf~~Nineteenth byAmendment, ~~the~~which ~~undersigned hereunto~~is ~~duly~~attached ~~authorized~~to this Form 8-K as Exhibit 99.1.

~~Date:~~Item ~~October 10,~~2.03 ~~2019~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~REVOLUTION~~The disclosure ~~LIGHTING~~under ~~TECHNOLOGIES,~~Item ~~INC~~1.01 ~~By:~~is ~~/s/~~incorporated ~~Robert~~by V.reference ~~LaPenta~~in ~~Robert~~its V.entirety ~~LaPenta,~~in ~~Sr.~~this ~~Chief~~Item ~~Executive~~2.03. ~~Officer and President~~

Item 8.01 Other Events

As previously disclosed, the Company received a letter, dated October 31, 2019, from the SEC staff (the “Staff”) notifying the Company that it may be subject, without further notice, to an administrative proceeding to revoke the Company’s registration under the Securities Exchange Act of 1934 (the “Exchange Act”) if the Company has not filed all required Exchange Act reports within fifteen days from the date of the letter. The administrative proceeding would be brought by the SEC’s Division of Enforcement pursuant to Section 12(j) of the Exchange Act, and also may suspend trading in the Company’s common stock pursuant to Section 12(k) of the Exchange Act. The Company has discussed the letter with the Staff and is considering how to formally respond to the letter at the present time.

Forward-looking statements

Except for statements of historical fact, the matters discussed herein are “forward-looking statements” within the meaning of the applicable securities laws and regulations. The words “will,” “may,” “estimates,” “expects,” “intends,” “believes,” “plans” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding further amendments to the Loan Agreement, the Company’s future levels of indebtedness and funding needs and the availability of funding from Mr. LaPenta or Bank of America, involve risks and uncertainties that may cause actual results to differ materially from those stated here. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the timing and impact of a possible deregistration of the Company’s common stock pursuant to Section 12(j) of the Exchange Act, the Company’s ability to complete the restatement and the ongoing audit of its financial statements and become current in its financial reporting obligations, the Company’s ability to continue to meet its liquidity needs and the other risks described more fully in the Company’s filings with the SEC. Forward-looking statements reflect the views of the Company’s management as of the date hereof. The Company does not undertake to revise these statements to reflect subsequent developments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Fifth Amendment to Forbearance Agreement and Nineteenth Amendment to Loan and Security Agreement, dated November 13, 2019, among Revolution Lighting Technologies, Inc., Lighting Integration Technologies, LLC, Tri-State LED DE, LLC, Value Lighting, LLC, All Around Lighting, L.L.C., Energy Source, LLC, Revolution Lighting — E-Lighting, Inc., Seesmart, LLC, TNT Energy, LLC, the Guarantors party thereto and Bank of America, N.A.

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.

Date: November 19, 2019

REVOLUTION LIGHTING TECHNOLOGIES, INC.

/s/ Robert V. LaPenta

Robert V. LaPenta, Sr.

Chief Executive Officer and President

Filing Compare · Revolution Lighting Technologies, Inc.