Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 6, 2018, Century Casinos, Inc. (the "Company") notified The Nasdaq
Stock Market LLC ("Nasdaq") that Robert S. Eichberg, an independent director of
the Company, the Chairman of the Audit Committee of the Company's Board of
Directors (the "Board"), and a member of the Governance and Nominating Committee
of the Board, passed away on February 3, 2018. As a result of Mr. Eichberg's
death, the Board is no longer comprised of a majority of independent directors
and the Audit Committee of the Board is no longer comprised of at least three
independent directors, as required for continued listing by Nasdaq Listing Rules
5605(b)(1) and 5605(c)(2)(A), respectively.
In accordance with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4)(B), a
company has until the earlier of its next annual shareholders' meeting or one
year from the occurrence of the vacancy to regain compliance; provided, however,
that if a company's annual shareholders' meeting occurs no later than 180 days
following the vacancy, the company shall instead have up to 180 days from such
vacancy to regain compliance. As a result, the Company must regain compliance
with the Nasdaq Listing Rules by 180 days from such vacancy, which is
approximately August 2, 2018.
The Board and the Governance and Nominating Committee of the Board are working
to identify director candidates to fill the vacancy, and the Board intends to
appoint a new director who satisfies the independence and audit committee member
requirements of the Nasdaq Listing Rules prior to the expiration of the cure
period described above.
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