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Exhibit 4.16

 

 

November 14, 2013

Mr. Ben Naccarato

Vice President and Chief Financial Officer

Perma-Fix Environmental Services, Inc.

8302 Dunwoody Place, Suite 250

Atlanta, Georgia 30350

Re:	Perma-Fix Environmental Services, Inc. (the "Company")

Nasdaq Symbol: PESI

 

Dear Mr. Naccarato:

I am following up on our recent telephone conversation in which I explained that since your Company has not yet filed its Form 10-Q for the period ended September 30, 2013 (the "Filing"), it no longer complies with our Listing Rules (the "Rules") for continued listing.¹ Under our Rules the Company now has 60 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 calendar days from the Filing's due date, or until May 12, 2014, to regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an exception. The fee for the compliance plan review is $5,000. Please submit your non-refundable Compliance Plan Review fee in accordance with the instructions provided on the attached "Check Payment Form".

In determining whether to accept your plan, we will consider such things as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company's past compliance history, the reasons for the late Filing, other corporate events that may occur within our review period, the Company's overall financial condition and its public disclosures. Please note that any subsequent periodic filing that is due within the 180 day exception period must be filed no later than the end of the period. Therefore, it would be helpful if your plan addresses each of these points. ³

Please email your plan to me at shawn.abdool@nasdaqomx.com no later than January 13, 2014. After we review the plan, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.⁴

 

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¹ Listing Rule 5250(c)(1). For online access to all Nasdaq Rules, please see "Nasdaq Reference Links," included with this letter.

² Listing Rule 5810(c)(2).

³ For additional information with respect to compliance plans please see attached "Nasdaq Reference Links" when preparing your plan of compliance. This attachment includes links to the Frequently Asked Questions section relating to continued listing.

⁴ See Listing Rule 5815(a).

 

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The NASDAQ Stock Market LLC • 805 King Farm Blvd. • Rockville, MD 20850 • USA • www.nasdaqomx.com

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Mr. Ben Naccarato

November 14, 2013

Page 2

Our Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of this letter, make a public announcement by issuing a press release disclosing receipt of this letter and the Nasdaq Rule(s) upon which it is based.⁵ The Company must also submit the announcement to Nasdaq's MarketWatch Department.⁶ If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq's MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. For your convenience attached is a list of news services. Please note that if you do not make the required announcement trading in your securities will be halted.

In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at https://listingcenter.nasdaqomx.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company's non-compliance will be broadcast over Nasdaq's market data dissemination network and will also be made available to third party market data providers.

Finally, even though the Company has not filed its periodic report it is still required to provide us with the number of shares issued and outstanding at the end of each quarter. We would appreciate receiving this information electronically via the "Shares Outstanding Change Form, " which can be completed electronically through the NASDAQ OMX Listing Center located at https://listingcenter.nasdaqomx.com. In order to complete the Form, you will need to log in to the Listing Center or create an account, if you do not already have one. Once you are logged in, you will need to enter either your Central Index Key (CIK) code or CUSIP number to complete your submission. This form should be submitted electronically to us no later than seven days from receipt of this letter. If necessary, the Company may provide us with an estimated number.

If you have any questions, please do not hesitate to contact me, at +1 301 978 8030.

Sincerely,

 

Shawn Abdool

Listing Analyst

Nasdaq Listing Qualifications

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⁵ Listing Rule 5810(b).

⁷ Listing IM-5810-1.

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Access to all Nasdaq listing information and forms can be accessed at the following:

The use of any of these services will satisfy NASDAQ's listing rules that require the disclosure of specific information in a press release or public announcement. The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.

 

* Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) ___________.

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Check Payment Form

 

If paying by check, please complete this form and include it along with your payment. If paying by wire, please click here for instructions.

 

All checks should be made payable to the NASDAQ Stock Market LLC at the following address:

PLEASE INDICATE REASON FOR PAYMENT BY CHECKING ONE OF THE FOLLOWING BOXES:

 

¨

Compliance Plan Review: There is a $5,000 fee in connection with the review of a compliance plan.

 

¨

Transfer Application: The fee for companies transferring from the Global or Global Select Market to the Capital Market is $5,000.

 

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New Company Application and Entry: The application fee is $25,000 for the Global or Global Select Market, $5,000 for the Capital Market, and $1,000 for companies applying to list Closed End Funds, Exchange Traded Funds, Index Fund Shares or other structured products. The remainder of the entry fee is due prior to the first day of trading.

 

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Interpretation Request: The fee in connection with such a request is $5,000 for a regular request, where a company generally requires a response within four weeks, and $15,000 for an expedited request, where a company requires a response in more than one week but less than four weeks.

 

¨

Hearing or Appeal Request: The fee in connection with a hearing or an appeal of a Hearing Panel decision to the NASDAQ Listing and Hearing Review Council is $10,000.

 

¨

Substitution Listings and Changes in the Company Record: The fee in connection with a change in the company record is $7,500; the fee in connection with a substitution listing is $15,000. These changes are report using the Company Event Form.

 

¨

SPAC Substitution Listing Fee: There is a $15,000 substitution listing fee in connection with a SPAC that completes a business combination.

 

 

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