MILWAUKEE, Feb. 21, 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 on February 18, 2019 it received
a deficiency letter from the NYSE American LLC (the "Exchange")
informing the Company that it is not in compliance with the
Exchange's continued listing standards as set forth in Sections
801(h), 804 and 805 of the Exchange's Company Guide (the "Company
Guide"). Specifically, given the fact that the Company's four
independent directors resigned on February
11, 2019, the Exchange has determined the Company does not
meet the requirements of Section 801(h) as it does not have (i) a
board of directors consisting of at least 50% independent directors
or (ii) an audit committee comprised of at least two independent
members. Furthermore, Rule 10A-3 of the Securities and Exchange Act
of 1934, as amended, requires an audit committee consisting of one
independent member. Additionally, the Company does not have
sufficient independent directors to fulfill the requirements with
respect to board nominations and executive compensation required by
Sections 804 and 805 of the Company Guide. The Company's
continued listing on the Exchange is predicated on (i) appointing
one independent director to the Company's board of directors and
audit committee no later than March 18,
2019 and (ii) regaining compliance with all other corporate
governance requirements of Part 8 of the Company Guide no later
than April 18, 2019.
In the interim, the Company's common stock will continue to be
listed on the Exchange, subject to the Company's compliance with
other continued listing requirements, and will continue to trade
under the symbol "ESNC," with the added designation of ".BC" to
indicate that the Company is below compliance with the Exchange's
listing standards. The Exchange also publishes a list of
noncompliant issuers and displays the .BC indicator on its
website.
On February 20, 2019, the Company
received a separate deficiency letter from the Exchange informing
the Company that it is not in compliance with the Exchange's
continued listing standards as the Company failed to timely file
its Quarterly Report on Form 10-Q for the period ended December 31, 2018 (the "Delinquent Report"),
which was due to be filed with the Securities and Exchange
Commission ("SEC") no later than February
14, 2019 (collectively the "Filing
Delinquency").
As a result of the foregoing, the Company has become subject to
the procedures and requirements of Section 1007 of the Company
Guide. During the six-month period from the date of the Filing
Delinquency (the "Initial Cure Period"), the Exchange will monitor
the Company and the status of the Delinquent Report and any
subsequent reports until the Filing Delinquency is cured. If the
Company fails to cure the Filing Delinquency within the Initial
Cure Period, the Exchange may, in its sole discretion, allow the
Company's securities to be traded for up to an additional six-month
period (the "Additional Cure Period"), depending on the Company's
specific circumstances. If the Exchange determines that an
Additional Cure Period is not appropriate, suspension and delisting
procedures will commence in accordance with the procedures set
forth in Section 1010 of the Company Guide.
Notwithstanding the foregoing, however, the Exchange may in its
sole discretion decide (i) not to afford the Company any Initial
Cure Period or Additional Cure Period, as the case may be, at all
or (ii) at any time during the Initial Cure Period or Additional
Cure Period, to truncate the Initial Cure Period or Additional Cure
Period, as the case may be. Furthermore, the Exchange may
immediately commence suspension and delisting procedures if the
Company is subject to delisting pursuant to any other provision of
the Company Guide, including if the Exchange believes, in its sole
discretion, that continued listing and trading of the Company's
securities on the Exchange is inadvisable or unwarranted in
accordance with Sections 1001-1006 of the Company Guide.
In the interim, the Company's common stock will continue to be
listed on the Exchange, subject to the Company's compliance with
other continued listing requirements, and will continue to trade
under the symbol "ESNC." The Exchange will make a late filer
(".LF") indicator available on the consolidated tape. Each data
vendor that disseminates the quotes and trades of Exchange-listed
issuers may append this indicator to the ticker symbol of the
Company. Each vendor is free to use an indicator of its own
choosing so the letter or symbol used to indicate this status may
differ from vendor to vendor. The Exchange also publishes a list of
noncompliant issuers and displays the .LF indicator on its
website.
As previously disclosed in the Company's Current Report on Form
8-K filed with the SEC on February 12,
2019, the Company has a very short term need for additional
financing; however, the Company currently 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. Accordingly, the Company has continued to
actively pursue additional financing and take steps to reduce
costs. To this end, on February 14,
2019, the Company conducted a reduction-in-force, impacting
approximately 25 employees of the Company.
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:
Michelle Montague
mmontague@ensync.com
(262) 735-5676
View original content to download
multimedia:http://www.prnewswire.com/news-releases/ensync-energy-systems-receives-notices-from-nyse-american-300799457.html
SOURCE EnSync, Inc.