IA Global, Inc. (NYSE AMEX US: IAO) (the “Company”) has received
notice that the NYSE AMEX Stock Exchange (“NYSE AMEX”) has
determined to proceed with an application to the Securities and
Exchange Commission to remove the Company’s common stock from
listing and registration on NYSE AMEX. This determination, which
the Company has appealed, was made in light of the Company’s
failure to comply with certain standards for continued listing on
NYSE AMEX set forth in Part 10 of the NYSE AMEX Company Guide.
Specifically, the Company is not in compliance with (i) Section
1003(a)(i) of the Company Guide, since its total shareholders’
equity is less than $2 million and the Company has reported losses
from continuing operations and net losses in two out of the three
most recent fiscal years; (ii) Section 1003(a)(ii) of the Company
Guide, since its total shareholders’ equity is less than $4 million
and the Company has reported losses from continuing operations and
net losses in three out of the four most recent fiscal years; (iii)
Section 1003(a)(iii) of the Company Guide, since its total
shareholders’ equity is less than $6 million and the Company has
reported losses from continuing operations and net losses in the
five most recent fiscal years; and (iv) Section 1003(a)(iv) of the
Company Guide, since the Company sustained losses so substantial in
relation to its overall operations or its existing financial
resources or its financial condition has become so impaired that is
appears questionable, in the opinion of the NYSE AMEX, that the
Company will be able to continue operations and/or meet its
obligations as they mature.
In order to maintain its listing on NYSE AMEX, the Company
submitted a plan on October 26, 2009, which was subsequently
amended on November 5, 2009, that addressed how it intended to
regain compliance with Section 1003(a)(iv) of the Company Guide by
March 25, 2010 and Section 1003(a)(i), (ii) and (iii) of the
Company Guide by March 25, 2011. The Company would be subject to
periodic review by NYSE AMEX staff during the extension period.
In the notice received by the Company on December 23, 2009, NYSE
AMEX indicated that it believes that the Company’s financial
condition, low selling price and lack of definitive documentation
do not support the Company’s plan to regain compliance by March 25,
2011. On December 30, 2009, the Company appealed the NYSE AMEX
staff’s determination and requested an oral hearing to present its
plan and discuss the Company’s progress towards achieving the goals
set forth in the plan, including the Company’s intent to regain
compliance with NYSE AMEX rules by March 25, 2011. The Company’s
common stock will continue to trade on NYSE AMEX while the
Company’s appeal is pending.
The Company has not filed its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2009. The timely filing of
such report is a condition of the Company’s continuing listing on
NYSE AMEX, as required by Sections 134 and 1101 of the Company
Guide. In addition, the Company’s failure to file this report is a
violation of its listing agreement with NYSE AMEX. Pursuant to
1003(d) of the Company Guide, NYSE AMEX is authorized to suspend,
and unless prompt corrective action is taken, remove the Company’s
security from listing on the exchange. The Company submitted a plan
to NYSE AMEX on December 7, 2009 and expects to be in compliance
with Sections 134 and 1101 of the Company Guide by February 22,
2010.
The Company also received a deficiency letter from NYSE AMEX on
July 10, 2009. In this letter, NYSE AMEX staff determined that the
Company’s securities had been selling for a low price per share for
a substantial period of time and, pursuant to Section 1003(f)(v) of
the Company Guide, the Company’s continued listing was predicated
on it effecting a reverse stock split of its common stock by
January 11, 2010. In response to the deficiency letter and in
accordance with guidance provided by NYSE AMEX’s staff, the Company
asked its stockholders to give the board of directors discretion to
effect a reverse stock split within a prescribed range of ratios.
Such proposal was approved by the Company’s stockholders at the
Company’s 2009 Annual Meeting on December 18, 2009. This reverse
stock split is expected to be considered after the completion of
the appeal process.
Pursuant to Section 1003(c)(i) of the Company Guide, NYSE AMEX
will consider delisting a security where an issuer has disposed of
its principal operating assets. On December 8, 2009, the Company
deconsolidated the operations of Global Hotline, Inc., its
wholly-owned subsidiary engaged in business process outsourcing
activities in Japan, effective as of July 1, 2009. As a result, the
Company intends to account for Global Hotline, Inc. as a
discontinued operation for periods ending after July 1, 2009. The
Company’s stockholders’ equity is expected to increase by
approximately $15.2 million during the three months ended September
30, 2009 in part as a consequence of this determination.
Mr. Brian Hoekstra, Chief Executive Officer of the Company,
stated, “We intend to appeal this delisting decision by NYSE AMEX.
Our deconsolidation of Global Hotline, Inc., recent cash
investments in the Company by Inter Asset Japan LBO No 1 Fund, the
Ascendiant line of credit transaction, the Korean investment,
management and board of director changes continue to strengthen the
Company.”
There is no guarantee that the Company will be successful at
maintaining its NYSE AMEX listing. If the Company’s common stock
were to be delisted by NYSE AMEX, the Company expects its shares
would continue to be traded on the Over-The-Counter Bulletin
Board.
About IA Global, Inc.
IA Global is a services company focused on growing our existing
businesses and expanding through mergers and acquisitions in the
Pacific Rim region.
The Company plans to utilize its business partnerships to
acquire or invest in growth businesses in certain target sectors
and markets at discounted prices. Our targets for acquisition or
investment include growth and commodity businesses in the energy
sector (including oil and gas, solar, biofuels, and other energy
markets). The Company also expects to focus on other sectors in
which businesses would benefit from our infrastructure and business
process expertise, including financial services and technology. The
Company expects to leverage its existing presence in Asia in
partnerships with US-based companies seeking to expand their Asian
business.
For further information, contact:Investor RelationsIA Global,
Inc.101 California Street, Suite 2450San Francisco, CA
94111415-946-8828 (t)415-946-8801
(f)ir@iaglobalinc.comwww.iaglobalinc.com
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements (within the meaning of Section 27a of the Securities Act
of 1933 and Section 21e of the Securities Exchange Act of 1934)
regarding us and our business, financial condition, results of
operations and prospects. Forward-looking statements in this press
release reflect the good faith judgment of our management and are
based on facts and factors currently known to us. Forward-looking
statements are subject to risks and uncertainties, and actual
results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements as a result of
either the matters set forth or incorporated in this press release
generally or certain economic and business factors, some of which
may be unknown to and/or beyond the control of IA Global.
Specifically, we are exposed to various risks related to legal
claims, our need for additional financing, our level of
indebtedness, our NYSE AMEX listing, declining economic conditions,
our controlling shareholder groups, the sale of significant numbers
of our shares and volatility in the market price of our common
stock. Readers are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. We do not undertake, and we expressly disclaim, any
obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the
date of the press release.
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