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~~December 2926, 2018

National American University Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34751		83-0479936
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5301 Mt. Rushmore RoadRapid City, SD		55701
5301 Mt. Rushmore Road Rapid City, SD		55701
(Address of principal executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (605) 721-5220

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:

[ ] 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))

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 23.~~05 Costs~~01 ~~Associated~~Notice ~~with~~of ~~Exit~~Delisting or ~~Disposal~~Failure to Satisfy a Continued ~~Activities~~Listing Rule or Standard; Transfer of Listing.

OnNoncompliance ~~October~~with ~~29,~~Nasdaq ~~2018,~~Listing ~~National~~Rule American University’s Board of Governors approved a strategic plan that focuses National American University’s growth strategies on online academic programs and expanding its programming and services related to strategic security, counter-terrorism, and intelligence for the public and private sectors. National American University remains committed to offering many of its current programs and maintaining its longstanding mission to assist students in achieving their educational goals and preparing them for employment in a rapidly evolving and increasingly competitive employment market.5450(b)(1)(C)

On InDecember ~~alignment~~26, ~~with its new strategic plan~~2018, National American University ~~suspended~~Holdings, ~~new~~Inc. ~~student~~(“we,” ~~enrollment~~“our,” in“us,” “NAUH,” 34or ofthe ~~its~~“Company”) ~~128~~received ~~programs~~written notice ~~effective~~from ~~November~~The 1Nasdaq Stock Market (“Nasdaq”) that, ~~2018.~~based ~~National~~upon ~~American~~the ~~University~~Company’s ~~will~~market ~~continue~~value toof ~~serve~~publicly ~~active~~held shares ~~students~~for ~~currently~~the ~~enrolled~~last in30 ~~these~~consecutive ~~programs.~~business Todays, ~~accelerate~~the ~~its~~Company no longer ~~strategic~~meets ~~shift~~the requirement to ~~online~~maintain ~~academic~~a ~~programs~~minimum ~~and~~Market toValue ~~gain greater~~of ~~efficiencies~~Publicly ~~through~~Held ~~the~~Shares ~~centralization~~(“MVPHS”) of ~~its student-facing services~~$5,000,000.00, ~~the~~as ~~Company~~set forth isin ~~implementing~~Nasdaq ~~appropriate~~Listing ~~staff~~Rule ~~reductions and~~5450(b)(1)(C) ~~other~~(the ~~personnel actions~~“MVPHS Notice”).

In accordance ~~connection~~ with ~~these~~Nasdaq ~~changes~~Listing Rule 5450(b)(1)(C), the Company ~~anticipates that it~~has ~~will~~been ~~incur~~provided ~~asset~~a ~~impairment~~period ~~charges~~ of up180 tocalendar $5days, ~~million~~or inuntil ~~the~~June 24, ~~second~~2019, ~~quarter~~in ofwhich ~~fiscal year 2019~~ to ~~reduce~~regain ~~the~~compliance ~~carrying~~with ~~value~~Nasdaq ofListing Rule ~~long-lived~~5450(b)(1)(C). ~~assets~~In order to ~~their~~regain ~~respective~~compliance ~~fair~~with ~~value.~~the ~~The~~MVPHS requirement, the Company’s ~~also anticipates~~MVPHS ~~paying~~must ~~approximately~~be at least $05,000,000.900 ~~million~~for ~~related~~a tominimum ~~cash severance~~of ~~and~~ten ~~related~~consecutive ~~costs~~business ~~for~~days ~~staff~~during this ~~reductions~~180-day compliance period. In ~~addition,~~the event that the Company does ~~current~~not ~~ground~~regain ~~locations~~compliance ~~with~~within ~~remaining~~this ~~lease~~180-day ~~obligations~~period, ~~may~~Nasdaq ~~incur~~will ~~charges~~provide ~~representing~~notice to the ~~net~~Company ~~present~~that ~~value~~its ofcommon ~~the~~stock ~~remaining~~will ~~lease~~be subject ~~obligations~~to ~~reduced~~delisting. byIn anthe ~~estimated~~event ~~amount~~of ~~for~~such ~~sublease~~a ~~income.~~notification, ~~The estimated~~the ~~amount~~Company ofmay appeal the ~~charges~~Nasdaq ~~cannot~~Staff’s bedetermination ~~determined~~to atdelist ~~this time~~its assecurities, itbut ~~depends~~there oncan ~~the~~be ~~timing~~no ofassurance the ~~strategic~~Nasdaq ~~shift~~Staff ~~for each~~would ~~location~~grant ~~and~~ the ~~actual~~Company’s ~~enrollment~~request offor ~~students at such~~continued ~~locations~~listing.

The ~~Item~~MVPHS ~~2.06 Material~~Notice ~~Impairments~~has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the Nasdaq Global Market.

AsVoluntary ~~detailed~~Delisting infrom ~~Item 2.05, above,~~ the ~~Company~~Nasdaq ~~anticipates~~Global ~~it will incur asset impairment charges of up to $5 million in the second quarter of fiscal year 2019 to reduce the carrying value of long-lived assets to their respective fair value.~~Market

On ~~Cautionary~~December 28, 2018, the Board of Directors of the Company approved ~~Language~~the ~~Concerning~~voluntary ~~Forward~~delisting by the Company of its common stock from the Nasdaq Global Market (“NGM”) of Nasdaq, and the transfer of the listing of its common stock to the OTCQB Market (the “OTCQB”). The OTCQB is operated by OTC Markets Group, a centralized electronic quotation service for over-~~Looking~~the-counter ~~Statements~~securities. The Company notified Nasdaq of its intention to voluntarily delist its common stock from NGM on December 31, 2018. The Company intends to file Form 25 with the Securities and Exchange Commission (the “SEC”) on or about January 10, 2019 to effect the voluntary delisting of its common stock from NGM. The delisting of the Company’s common stock will become effective ten days thereafter and the Company anticipates that its common stock will begin trading on the OTCQB under its current trading symbol “NAUH.” The Company expects to remain a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, immediately following the voluntary withdrawal from NGM.

Concurrently ~~This~~with ~~Current Report on Form 8-K contains forward-looking statements including, but not limited to, statements regarding~~ the ~~expected timing~~approval ~~and anticipated effects~~ of the ~~closure~~voluntary ofdelisting ~~the Company’s campuses~~ and ~~suspension~~delivery of ~~certain programs listed in Item 2.05 above, and other statements that are not purely statements of historical fact. These forward-looking statements are based on information available at~~ the ~~time such statements are made~~ ~~and~~notification ~~the~~to ~~current good faith beliefs~~Nasdaq, ~~expectations and assumptions of~~ the Company's ~~management.~~issued ~~Such statements are subject to~~ a ~~number of~~press ~~risks and uncertainties that could cause actual results to~~release ~~differ~~regarding ~~materially~~its ~~from~~intent ~~those anticipated, including, but not limited~~ to, ~~uncertainties~~transfer ~~regarding~~of the ~~costs~~listing ~~listed~~of inits ~~Item~~common ~~2.05~~stock ~~above,~~from ~~and~~NGM the factors described in the Company's Annual Report on Form 10-K/A for the fiscal year ended May 31, 2018, filed with the Securities and Exchange Commission (the "SEC"), and in subsequent reports on Form 10-Q and Form 8-K and other filings made by the Company with the SEC. Investors are cautioned not to ~~place undue reliance on any forward-looking statements~~OTCQB. ~~All~~Copies ~~forward-looking statements speak only as~~ of the ~~date~~press ~~such~~release ~~statements~~ are ~~made. Except~~attached ~~to the extent required by law, the Company disclaims any~~hereto ~~obligation to update or revise any forward-looking statements, whether~~ as aExhibit ~~result~~99.1 ofand ~~new~~incorporated ~~information,~~herein ~~future~~by ~~events or otherwise~~reference.

2 As previously disclosed on Form 8-K filed with the SEC on October 3, 2018, on September 28, 2018, the Company received a written notice from Nasdaq that the closing bid price for its common stock had been below $1.00 for the previous 30 consecutive business days, and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on NGM under Nasdaq Listing Rule 5450(a)(1). The notice stated that the Company has been provided a period of 180 calendar days, or until March 27, 2019, to regain compliance. In order to regain compliance with the minimum closing bid price rule, the closing bid price of the Company’s common stock must be at least $1.00 or higher for a minimum of ten consecutive business days during the compliance period.

The Company’s Board of Directors approved the voluntary withdrawal of the Company’s common stock from listing on NGM as a result of numerous factors, including its assessment of the probability of the Company’s regaining compliance with Nasdaq Listing Rules 5450(a)(1) and 5450(b)(1)(C), the common stock’s current trading volume and price, and the costs of maintaining eligibility to list the Company’s common stock on NGM.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release dated December 31, 2018 regarding transfer of listing from Nasdaq Capital Market to OTCQBand deregistration under the Exchange Act.

CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This current report on Form 8-K and the press release incorporated herein by reference contains or may contain forward-looking statements concerning the Company’s status as a listed company on Nasdaq and reporting company under the Exchange Act and the rules and regulations promulgated thereunder. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, readers are cautioned that no assurance can be given that such expectations will prove correct and that actual results may differ materially from those conveyed in such forward-looking statements. Factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements in this press release include, but are not limited to, actions taken by Nasdaq and the Hearing Panel in response to the Company’s written notifications regarding our intention not to pursue a means to regain compliance with the share price requirement, including the anticipated suspension of trading in the Company’s securities and expected filing of the Form 25, actions taken by holders of our common stock in response to this announcement and the anticipated filing of the Form 25, the willingness of market makers to trade the Company’s common stock on the OTCQB and actions taken by the SEC in response to the anticipated filing of the Form 25, as well as those factors described in the Company’s filings with the SEC, press releases and other communications.

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.

Date: November 2, 2018	NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
Date: December 31, 2018	NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
	By:	/s/ Ronald L. Shape
	Name: Title:	Ronald L. Shape, Ed. D. Chief Executive Officer

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