MILWAUKEE, Feb. 11, 2019 /PRNewswire/ -- EnSync, Inc. (NYSE
American: ESNC), dba EnSync Energy Systems (the "Company"), which
is creating the future of electricity with innovative residential
and commercial distributed energy resource (DER) systems and
Internet of Energy (IOE) control platforms, reported that, each of
Richard Abdoo, Paul Koeppe, James
Ozanne and Theodore Stern
resigned as a member of the Board of Directors (the "Board") of the
Company.
On February 11, 2019, the Company
notified The NSYE American ("NYSE American") that these
resignations had caused compliance deficiencies with the following
sections of the NYSE American Company Guide: Section 802, requiring
a majority-independent board, and Section 803, requiring an audit
committee comprised of three independent directors.
Business Update
Following the end of the second quarter of fiscal 2019, the
offtaker for a sizeable project the Company was working on in
Hawaii sent the Company a letter
purporting to terminate the subject power purchase agreement
("PPA"). Although this purported termination was without
basis and was subsequently retracted by the offtaker, the Company's
receipt of this termination letter triggered a variety of
significantly negative events for the Company including: (i)
prevented the Company from successfully concluding negotiations for
the sale of the PPA, which was expected to provide significant
upfront payments; (ii) the Company delayed or canceled orders for a
significant amount of equipment it had ordered in anticipation of
commencing the project and facilitating timely completion of the
project according to the offtaker's aggressive project timelines,
which severely negatively impacted relationships with some key
suppliers; and (iii) negatively impacting the Company's ability to
pursue financing options, including strategic partnership
transactions, PPA project financing facilities, working capital
lines of credit, and additional sales of Common Stock or other debt
or equity securities, which have also been negatively impacted by
the deterioration in the state of the capital markets that began in
the second quarter of fiscal 2019.
As previously reported on the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on
January 25, 2019, (i) on January 23, 2019 Bradley Hansen resigned as the
Company's President and Chief Executive Officer and as a member of
the Company's Board of Directors, and (ii) on January 24, 2019 Sandeep Gupta was appointed as
the Company's interim Chief Executive Officer and Chief
Restructuring Officer and also as a member of the Company's Board
of Directors. Mr. Gupta is a principal and founder of Novo
Advisors, and his expertise ranges from the development of
short-term liquidity forecasts, break-even analyses, and
performance/profit improvement studies to mergers and acquisitions
and liquidation analyses for healthy and distressed businesses
across a wide array of industries.
Due to the severe impacts of the above and the current state of
its business, the Company has a very short term need for additional
financing which it has been actively pursuing. However, the Company
has no commitments to obtain any additional financing, and if it
does not obtain sufficient financing in the very near term, it will
likely need to discontinue operations and initiate insolvency
proceedings.
About EnSync Energy Systems
EnSync, Inc. (NYSE American: ESNC), dba EnSync Energy
Systems (EnSync Energy), is creating the future of electricity with
innovative distributed energy resource (DER) systems and internet
of energy (IOE) control platforms. EnSync Energy ensures the most
cost-effective and resilient electricity, delivered from an
electrical infrastructure that prioritizes the use of all available
resources, such as renewables, energy storage and the utility grid.
As project developer, EnSync Energy's distinctive engagement
methodology encompasses load analysis, system design consulting,
and technical and financial modeling to ensure energy systems are
sized and optimized to meet our customers' objectives for value and
performance. Proprietary direct current (DC) power control
hardware, energy management software, and extensive experience with
numerous energy storage technologies uniquely positions EnSync
Energy to deliver fully integrated systems that provide for
efficient design, procurement, commissioning, and ongoing
operation. EnSync Energy's IOE control platform adapts easily to
ever-changing generation and load variables, as well as changes in
utility prices and programs, ensuring the means to make or save
money behind-the-meter, while concurrently providing utilities the
opportunity to use DERs for an array of grid enhancing services. In
addition to direct system sales, EnSync Energy includes power
purchase agreements (PPAs) in its portfolio of offerings, which
enables electricity savings for customers and provides a stable
financial yield for investors. EnSync Energy is a global
corporation, with joint venture Meineng Energy in
AnHui, China, and energy project
development subsidiary Holu Energy LLC in Hawaii. For more information, visit
www.ensync.com.
Safe Harbor Statement
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that are intended to be covered by the "safe harbor"
created by those sections. Forward-looking statements, which are
based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use
of forward-looking terms such as "believe," "expect," "may,"
"will," "should," "could," "seek," "intend," "plan," "goal,"
"estimate," "anticipate" or other comparable terms. All statements
other than statements of historical facts included in this press
release regarding our strategies, prospects, financial condition,
operations, costs, plans and objectives are forward-looking
statements. Examples of forward-looking statements include, among
others, statements we make regarding project completion timelines,
our ability to monetize our PPA assets, statements regarding the
sufficiency of our capital resources, expected operating losses,
expected revenues, expected expenses and our expectations
concerning our business strategy. Forward-looking statements
are neither historical facts nor assurances of future performance.
Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans
and strategies, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control.
Our actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the
forward-looking statements include, among others, the following:
our historical and anticipated future operation losses and our
ability to continue as a going concern; our ability to raise the
necessary capital to fund our operations and the risk of dilution
to shareholders from capital raising transactions; our ability to
successfully commercialize new products, including our EnSync Smart
Home Energy System, Matrix TM Energy Management, DER Flex TM, DER
SuperModule TM, and Agile TM Hybrid Storage Systems; our ability to
lower our costs and increase our margins; our product, customer and
geographic concentration, and lack of revenue diversification; the
length and variability of our sales cycle; our dependence on
governmental mandates and the availability of rebates, tax credits
and other economic incentives related to alternative energy
resources and the regulatory treatment of third-party owned solar
energy systems; and the other risks and uncertainties described in
the Risk Factors and in Management's Discussion and Analysis of
Financial Condition and Results of Operations sections of our most
recently filed Annual Report on Form 10-K and our subsequently
filed Quarterly Report(s) on Form 10-Q. We undertake no obligation
to publicly update any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
EnSync Energy Media Contact:
Lisa Nash
Antenna Group for EnSync Energy
ensync@antennagroup.com
646-883-4296
Michelle Montague
mmontague@ensync.com
(262) 735-5676
Investor Relations Contact:
Lytham Partners, LLC
Robert Blum, Joseph Diaz, or Joe Dorame
(602) 889-9700
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SOURCE EnSync, Inc.