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TSR gets Nasdaq compliance letter over delay in annual meeting

June 06, 2019

TSR Inc. (NASDAQ: TSRI) received notice from the Nasdaq Stock Market that it is out of compliance with a rule because it has not held an annual meeting within 12 months of the end of its fiscal year on May 31, 2018, according to a filing with the US Securities and Exchange Commission.

The Hauppauge, New York-based IT staffing provider reported the meeting was scheduled for Nov. 28, 2018, but it postponed the meeting to respond to stockholder proposals as well as lawsuits filed against the company.

According to a filing with the SEC, “the notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the company’s securities on the Nasdaq Capital Market.”

TSR has 45 days to regain compliance, and the company said it plans to do so, according to the filing. Nasdaq may also grant the company an extension.

Last year, the company rejected a buyout offer from shareholder QAR Industries Inc. Lawsuits were also filed against TSR over the sale of shares last July by TSR founder Joseph Hughes and his wife, Winifred, to Zeff Capital, QAR Industries and Fintech Consulting.

One lawsuit, filed by Susan Paskowitz last October, claimed board members breached their fiduciary duty by failing to timely adopt a stockholder rights plan that would have prevented the Hughes from selling their shares, according to TSR’s quarterly filing. However, the company was also served with another complaint in November against the board alleging breach of fiduciary duty over an anti-takeover measure that it later did approve last August; a motion to dismiss was later filed for this lawsuit.

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