SYNTHESIS ENERGY SYSTEMS, INC. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
The Company has submitted an application for its common stock to be traded on
the Over-the-Counter OTCQB Venture Market tier (the "OTCQB") and, pending the
completion of the application process and its acceptance by the OTC Markets
Group, the Company intends for its common stock to trade on the OTC Markets Pink
Markets in the interim. The Company does not expect such potential transition to
the OTCQB to have an immediate effect on the Company's business operations.
Following such potential transition to the OTCQB, the Company expects to remain
a reporting company under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and generally to continue to file periodic and other reports
with the
The delisting of the Company's common stock from the Nasdaq Capital Market could negatively impact the Company in several ways, including without limitation, by (i) reducing the liquidity and market price of the Company's common stock; (ii) reducing the number of investors willing to hold or acquire the Company's common stock, which could negatively impact the Company's ability to raise equity financing; (iii) impairing the Company's ability to provide equity incentives to its employees; (iv) reducing trading levels if the Company's common stock falls within the definition of a "penny stock," which would cause brokers trading the Company's common stock to adhere to more stringent rules; (v) causing analysts to limit or stop coverage of the Company's common stock; and (vi) limiting availability of market quotations for the Company's common stock.
In addition, if the Company's common stock has not been listed on another
qualifying exchange (for which the OTCQB does not qualify), within five trading
days following the delisting of our common stock from the Nasdaq Capital Market,
such event would constitute a default under the terms the Company's 11% Senior
Secured Convertible Debentures due, subject to the terms therein, on
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 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
Additional Information about the Transaction
In connection with the proposed transaction, the Company has filed with the
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
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