Dynasil Corporation of America Announces Results of Special Meeting of Stockholders; Company to Voluntarily Delist Common Sto...
08 August 2019 - 2:55AM
Dynasil Corporation of America (NASDAQ:DYSL) (the “Company”), a
developer and manufacturer of optics and photonics products,
optical detection and analysis technology and components for the
homeland security, industrial, medical, and biotech markets, today
announced that at the Special Meeting of Stockholders held on
August 7, 2019, the Company’s stockholders voted to approve
proposals to amend the Company’s certificate of incorporation to
effect a 1-for-8,000 reverse stock split of the Company’s common
stock, followed immediately by an 8,000-for-1 forward stock split.
The reverse and forward stock splits will be effected on August 7,
2019 and the Company’s common stock is expected to begin trading on
The Nasdaq Stock Market on a post-forward stock split basis upon
the opening of trading on August 8, 2019.
As a result of the reverse stock split, each
share of the Company’s common stock held by a stockholder of record
owning immediately prior to the effective time of the reverse stock
split fewer than 8,000 shares of the Company’s common stock will be
converted into the right to receive $1.15 in cash, without
interest, and such stockholders will no longer be stockholders of
the Company. To be entitled to such cash payment, a
stockholder must be a record holder of fewer than 8,000 shares
immediately prior to the effective time today of the reverse stock
split. Investors who purchase fewer than 8,000 shares prior
to the effective time today of the reverse stock split and settle
such purchases after the effective time shall not be entitled to
such cash payment and instead their trades will be settled on a
post-forward stock split basis. Trades in the Company’s
common stock made after Monday, August 5, 2019 will settle on a
post-forward stock split basis.
Stockholders owning 8,000 or more shares of the
Company’s common stock immediately prior to the effective time of
the reverse stock split will not be entitled to receive any cash
for their fractional share interests resulting from the reverse
stock split, if any, and will instead remain stockholders in the
Company holding, as a result of the forward stock split, the same
number of shares of common stock as such stockholders held
immediately before the effective time of the reverse stock
split.
The Company has given notice to Nasdaq of its
intent to voluntarily delist its common stock and to withdraw the
registration of its common stock with the Securities and Exchange
Commission (SEC). The Company intends to file a Form 25
Notification of Removal From Listing with the SEC on or about
August 19, 2019. As a result, the Company expects that listing of
its shares on Nasdaq will be terminated on or about August 29,
2019, at which time the Company intends to file a Form 15 with the
SEC to suspend the Company’s reporting obligations under Section
15(d) of the Exchange Act. Following its delisting, the
Company’s common stock may be quoted on the OTC Pink Open Market
(the “Pink Sheets”), a centralized electronic quotation service for
over-the-counter securities, if market makers demonstrate an
interest in trading in the Company’s common stock. However, the
Company can give no assurance that trading in its common stock will
commence or continue on the Pink Sheets or any other securities
exchange or quotation medium.
As previously announced, the Company is
undertaking the deregistration and delisting transaction to avoid
the substantial cost and expense of being a public reporting
company and to allow the Company to focus on continued growth and
enhancing long-term stockholder value. The Company anticipates
savings exceeding $900,000 on an annual basis as a result of the
proposed deregistration and delisting transaction.
For more information regarding the Company’s
deregistration and delisting transaction, please refer to the
definitive proxy statement on Schedule 14A filed with the SEC on
June 25, 2019.
About Dynasil Corporation of
America
Dynasil Corporation of America develops,
markets, manufactures, and sells detection, sensing, and analysis
technology and optical components in the United
States, Europe, and internationally. It operates through three
segments: Optics, Innovation and Development, and Biomedical. The
Optics segment supplies synthetic crystals, optical materials,
components, and coatings that are used in devices, such as baggage
scanners, medical imaging systems, optical instruments, lasers,
analytical instruments, automotive components,
semiconductor/electronic devices, spacecraft/aircraft components,
and advertising displays in the medical, industrial, and homeland
security/defense sectors. The Innovation and Development segment
develops advanced technology in materials, sensors, and prototype
instruments that detect or measure radiation, light, magnetism, or
sound for use in security, medical, and industrial applications.
The Biomedical segment engages in the development of tissue sealant
products. The Company distributes its products through direct sales
and marketing staff, as well as through manufacturer's
representatives and distributors. Dynasil Corporation of
America was founded in 1960 and is headquartered
in Newton, Massachusetts.
Forward-Looking Statements
This press release may contain forward-looking
statements that are being made pursuant to the Private Securities
Litigation Reform Act of 1995, which provides a “safe harbor” for
forward-looking statements to encourage companies to provide
prospective information so long as those statements are accompanied
by meaningful cautionary statements identifying important factors
that could cause actual results to differ materially from those
discussed in the statement. Such forward-looking statements
include statements about the timing and effectiveness of the
reverse and forward stock splits, the deregistration and delisting
of the Company’s common stock and the perceived benefits and costs
of the proposed transaction. Such forward-looking statements
are subject to a number of known and unknown risks and
uncertainties that could cause actual results, performance or
achievements to differ materially from those described or implied
in such forward-looking statements. Accordingly, actual results may
differ materially from such forward-looking statements. The
forward-looking statements relating to the transaction discussed
above are based on the Company’s current expectations, assumptions,
estimates and projections about the Company and involve significant
risks and uncertainties, including the many variables that may
impact the Company’s projected cost savings, variables and risks
related to consummation of the proposed transaction, SEC regulatory
review of the Company’s filings related to the proposed
transaction, and the continuing determination of the Board of
Directors and Special Committee that the proposed transaction is in
the best interests of all stockholders. The Company assumes no
obligation for updating any such forward-looking statements to
reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking statements.
Contact:
Patty KeheCorporate SecretaryDynasil Corporation of AmericaPhone:
617.668.6855pkehe@dynasil.com
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