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): December 4, 2023
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices including zip code)
(704 ) 275-9113
(Registrant’s telephone number, including area code)
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:
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 30, 2023, Altisource Asset Management Corporation (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (“NYSE” or the “Exchange”) that the NYSE would delist the Company’s shares of common stock (the “Securities”) from the Exchange. NYSE Regulation staff has determined that the Company is no longer qualified for listing pursuant to Section 1009(a) of the NYSE American Company Guide, citing non-compliance with Sections 1003(a)(i), (ii) and (iii) thereof.
The Company has a right to appeal this determination, provided that it files a written request for such review within seven (7) calendar days after receiving the Notice. The Company’s board of directors (the “Board”) intends to exercise its right to appeal the NYSE Regulation staff’s determination by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange (the “Panel”). Following such appeal and a decision by the Panel, NYSE American or the Company will make an announcement regarding either delisting or continued trading of the Company’s common stock. There can be no assurance of the outcome of any such appeal or that the Exchange will reconsider its decision to delist the Company in light of such appeal.
Item 7.01 Regulation FD Disclosure.
On December 4, 2023, the Company issued a press release announcing NYSE’s decision to delist the Securities from the Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act, or the Exchange Act, except as otherwise expressly stated in such filing.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements other than statements of historical fact contained in this Current Report including, but not limited to, our decision to appeal and the success of any such appeal of the NYSE delisting decision. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Other factors may also cause the Company’s actual results to differ materially from those expressed or implied in the forward-looking statements and such factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and subsequent reports filed by the Company with the SEC. Copies of the Company’s filings with the SEC may be obtained at the “SEC Filings” section of the Company’s website at www.altisourceamc.com or on the SEC’s website at www.sec.gov.
Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements included in this Current Report are made as of the date hereof. The Company is not under any obligation to (and expressly disclaims any such obligation) to update any of the information in this Current Report if any forward-looking statement later turns out to be inaccurate, whether as a result of new information, future events or otherwise, except as otherwise may be required by the federal securities laws.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||||||
Press Release dated | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Altisource Asset Management Corporation | ||||||||
By: | /s/ Richard G. Rodick | |||||||
Richard G. Rodick Chief Financial Officer | ||||||||
Exhibit 99.1
Altisource Asset Management Corporation Reports Receipt of Communications from NYSE
CHRISTIANSTED, U.S. Virgin Islands--(BUSINESS WIRE)--Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE American: AAMC) announces that on November 30, 2023, the Company received a written notice (the “Notice”) from the New York Stock Exchange (“NYSE” or the “Exchange”) that the NYSE would delist the Company’s shares of common stock (the “Securities”) from the Exchange. NYSE Regulation staff has determined that the Company is no longer qualified for listing pursuant to Section 1009(a) of the NYSE American Company Guide, citing non-compliance with Sections 1003(a)(i), (ii) and (iii) thereof.
The Company has a right to appeal this determination, provided that it files a written request for such review within seven (7) calendar days after receiving the Notice. The Company’s board of directors (the “Board”) intends to exercise its right to appeal the NYSE Regulation staff’s determination by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange (the “Panel”). Following such appeal and a decision by the Panel, NYSE American or the Company will make an announcement regarding either delisting or continued trading of the Company’s common stock. There can be no assurance of the outcome of any such appeal or that the Exchange will reconsider its decision to delist the Company in light of such appeal.
About AAMC
AAMC acquires, originates and manages mortgage loans, mortgage-backed securities and equity investments in underserved markets. Additional information is available at www.altisourceamc.com.
AAMC works to employ capital light operating strategies that have historically been implemented across a variety of industry sectors ranging from REIT management and title insurance and reinsurance to private loan acquisition, origination and disposition. AAMC is committed to an investment philosophy of opportunistic deployment of capital in new ventures that we believe will be accretive to shareholder value. We are likewise committed, as a matter of core corporate values, to exemplary environmental, social and governance principles.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding management’s beliefs, estimates, projections, anticipations, and assumptions with respect to, among other things, the Company’s financial results, margins, employee costs, future operations, business plans including its ability to sell loans and obtain funding, and investment strategies as well as industry and market conditions. These statements may be identified by words such as “anticipate,” “intend,” “expect,” “may,” “could,” “should,” “would,” “plan,” “estimate,” “target,” “seek,” “believe,” and other expressions or words of similar meaning. We caution that forward-looking statements are qualified by the existence of certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from these forward-looking statements may include, without limitation, our ability to develop our businesses, and to make them successful or sustain the performance of any such businesses; our ability to purchase, originate, and sell loans, our ability to obtain funding, market and industry conditions, particularly with respect to industry margins for loan products we may purchase, originate, or sell as well as the current inflationary economic and market conditions and rising interest rate environment; our ability to hire employees and the hiring of such employees; developments in the litigation regarding our redemption obligations under the
Exhibit 99.1
Certificate of Designations of our Series A Convertible Preferred Stock; and other risks and uncertainties detailed in the “Risk Factors” and other sections described from time to time in the Company’s current and future filings with the Securities and Exchange Commission. The foregoing list of factors should not be construed as exhaustive.
The statements made in this press release are current as of the date of this press release only. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise.
Contacts
Charles Frischer
T: +1-813-474-9047
E: charles.frischer@altisourceamc.com