Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K filed on May 14, 2020,
trading in the common stock (the "Common Stock") of Synthesis Energy Systems,
Inc. (the "Company") on The Nasdaq Capital Market was suspended at the opening
of business on May 18, 2020. In addition, effective May 18, 2020, the Common
Stock commenced trading on the Over-the-Counter OTCQB Venture Market tier (the
"OTCQB") under the symbol SYNE. The Company continues to remain a reporting
company under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Forward-Looking Statements
This current report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act. Statements that are not strictly historical
statements constitute forward-looking statements and may often, but not always,
be identified by the use of words such as "expects," "believes," "intends,"
"anticipates," "plans," "estimates," "potential," "possible," or "probable" or
statements that certain actions, events or results "may," "will," "should," or
"could" be taken, occur or be achieved. The forward-looking statements include
statements about future operations and the anticipated timing for closing the
proposed merger. Forward-looking statements are based on current expectations
and assumptions and analyses made by the Company and Australian Future Energy
Pty Ltd ("AFE") in light of experience and perception of historical trends,
current conditions and expected future developments, as well as other factors
appropriate under the circumstances. However, whether actual results and
developments will conform with expectations is subject to a number of risks and
uncertainties, including but not limited to the possibility that the companies
may be unable to obtain stockholder approval or satisfy the other conditions to
closing. The Company's annual report on Form 10-K for the year ended June 30,
2019, recent current reports on Form 8-K, and other SEC filings discuss some of
the important risk factors identified that may affect its business, results of
operations, and financial condition. The Company and AFE undertake no obligation
to revise or update publicly any forward-looking statements, except as required
by law.
Additional Information about the AFE Transaction
In connection with the proposed transaction, the Company has filed with the SEC
a registration statement on Form S-4 that will include a proxy statement of the
Company that also constitutes a prospectus of the Company relating to the Common
Stock to be issued pursuant to the merger with AFE (the "Merger"). The proxy
statement/prospectus includes important information about both the Company and
AFE. The Company also plans to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
CAREFULLY READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, AFE AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain these documents
when available free of charge at the SEC's website at www.sec.gov. In addition,
the documents filed with the SEC by the Company can be obtained free of charge
from the Company's website at www.synthesisenergysystems.com.
Participants in Solicitation
The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in respect of the proposed transaction. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
for the year ended June 30, 2019, which was filed with the SEC on January 13,
2020. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
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