DJSP Enterprises, Inc. Announces Intention to Voluntarily Delist and Deregister Stock
09 March 2011 - 12:30AM
Business Wire
DJSP Enterprises, Inc. (NASDAQ: DJSP) (NASDAQ: DJSPW) (NASDAQ:
DJSPU) today announced that it has submitted written notice to The
NASDAQ Stock Market LLC (“NASDAQ”) of its intent to voluntarily
delist its ordinary shares, warrants, and units from the NASDAQ
Global Market and deregister its ordinary shares, warrants, and
units under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
The Company currently anticipates that, on or about March 18,
2011, but no earlier than March 18, 2011, the Company will file
with the Securities and Exchange Commission (the “SEC”) and NASDAQ
a Form 25 relating to the delisting and deregistration of its
ordinary shares, warrants, and units. The Company expects that
trading in the Company’s ordinary shares, warrants, and units will
be suspended on the date the Form 25 is filed, with the official
delisting of the Company’s ordinary shares, warrants, and units
becoming effective ten days thereafter. Accordingly, the Company
anticipates that trading of its ordinary shares, warrants, and
units on NASDAQ will be suspended on or about March 18, 2011 and
that its ordinary shares, warrants, and units will be delisted from
NASDAQ on or about March 28, 2011, and on or about that date the
Company will file with the SEC a Form 15, Notice of Termination and
Suspension of Duty to File, to terminate its reporting obligations
under the Exchange Act. When the Form 15 has been filed, the
Company’s obligations to file certain reports with the SEC,
including Forms 10-K, 10-Q and 8-K, will immediately be suspended.
The Company expects that the deregistration of its ordinary shares,
warrants, and units will become effective 90 days after the date
the Form 15 is filed with the SEC. The Company is eligible to
deregister its ordinary shares, warrants, and units because it has
fewer than 300 shareholders of record. The deregistration of the
Company’s ordinary shares, warrants, and units is subject to the
SEC’s approval of its post-effective amendment terminating the
Company’s Registration Statement on Form F-1, and no SEC objection
to the Company’s filed Form 15.
Following the delisting and deregistration of the Company’s
ordinary shares, warrants, and units, it is expected that trading
of the Company’s ordinary shares, warrants, and units by continuing
shareholders may be effected through privately negotiated
transactions or, if the Company qualifies, through quotations on
the Pink OTC Market (a centralized quotation service that collects
and publishes market maker quotes for securities). This will
require at least one market maker to quote the Company’s ordinary
shares, warrants, and units on the Pink OTC Market, after the
market maker complies with certain filing and disclosure rules or
by complying with the unsolicited customer order rule. There is no
assurance that either the Company or a market maker will comply
with those rules. More information about the Pink OTC Market can be
obtained from its website at
http://www.otcmarkets.com/otc-pink/home.
The Company’s Board of Directors authorized the delisting and
deregistration of the Company’s ordinary shares, warrants, and
units after concluding that the consequences of remaining an
SEC-reporting company, including the significant costs associated
with regulatory compliance, outweighed the current benefits of
public company status to the Company and its shareholders. Among
the factors considered were the costs, both direct and indirect,
incurred by the Company each year in connection with the
preparation and filing of periodic reports and forms with the
SEC.
As previously reported, the Company has received letters from
NASDAQ notifying it that deficiencies exist with regard to
continued listing pursuant to the following NASDAQ Listing Rules:
(a) Rule 5450(b)(2)(C), because the Company’s publicly held
securities failed to maintain a minimum market value of
$15,000,000; (b) Rule 5450(b)(2)(A), because the Company’s listed
securities failed to maintain a minimum market value of
$50,000,000; and (c) Rule 5450(a)(1), because the Company’s listed
securities failed to maintain a minimum bid price of $1 per share.
The Company was given a cure period to regain compliance with each
of these Listing Rules, the earliest of which is May 23, 2011. The
Company does not believe that it will be able to regain compliance
with the Listing Rules by this date.
Forward Looking Statements
This press release contains forward-looking statements about us
within the meaning of the Private Securities Litigation Reform Act
of 1995 (the “Act”). Words such as “anticipate,” “believe,”
“estimate,” “expect” and “intend” and other similar expressions are
forward-looking statements within the meaning of the Act. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are subject to risks and
uncertainties, which could cause actual results to differ from the
forward looking statements. The risk factors detailed above and in
our filings with the SEC, including our Annual Report on Form 20-F
for the period ended December 31, 2009, which are available at the
SEC’s internet site (http://www.sec.gov), among others, could cause
actual results to differ from those set forth in the
forward-looking statements. Forward-looking statements in this
press release speak only as of the date of the press release, and
we assume no obligation to update forward-looking statements or the
reasons why actual results could differ.
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