Quotient Limited Announces Intent to Voluntary Delist from the Nasdaq Global Market
12 Diciembre 2022 - 3:05PM
Quotient Limited (Nasdaq: QTNT) (the "Company") today announced
that it has given formal notice to the Nasdaq Stock Market LLC
("Nasdaq") of its intention to voluntarily delist its ordinary
shares from the Nasdaq Global Market. In order to implement the
delisting, the Company intends to file a Form 25 with the
Securities and Exchange Commission (the "SEC") on or about December
27, 2022. The delisting of the Company's ordinary shares will take
effect no earlier than ten days after the date of that Form 25
filing. The Company expects that as a result of this voluntary
delisting, the last trading day of its ordinary shares on the
Nasdaq Global Market will be on or about January 6, 2023. The
Company expects that in connection with the transactions referred
to below, it will seek to suspend its reporting obligations under
the Securities Exchange Act of 1934. The Company does not intend to
apply to list its ordinary shares on any other stock exchange or
for quotation of its ordinary shares in any quotation medium.
The Company has entered into a Transaction
Support Agreement, which is described in and is an exhibit to the
Report on Form 8-K that the Company filed with the SEC on December
8, 2022. That agreement provides for a series of transactions in
which all of the Company's outstanding equity securities (including
its ordinary shares, preferred shares, options and warrants) are
expected to be extinguished and cancelled for either nominal or no
consideration. The transactions provided for in the Transaction
Support Agreement are intended to reduce the Company's indebtedness
and to inject liquidity into the Company's business as necessary to
effectuate its recently announced change in business strategy.
Nasdaq notified the Company on August 9, 2022
that the Company is not in compliance with the market value of
listed securities requirement set forth in Nasdaq Listing Rule
5450(b)(2)(A) for continued listing on the Nasdaq Global Market.
Nasdaq Listing Rule 5450(b)(2)(A) requires a company's listed
securities to maintain a minimum market value of at least $50
million, and Nasdaq Listing Rule 5810(c)(3)(C) provides that a
failure to meet such requirement exists if the deficiency continues
for a period of 30 consecutive business days. Since that notice,
the Company's ordinary shares have continued to trade at levels
substantially below the $50 million minimum market value
requirement. The Company also is not currently in compliance with
Nasdaq Listing Rule 5550(a)(2) because since November 22, 2022, the
closing bid price for the Company's ordinary shares has been below
$1.00, which is the minimum bid price required to maintain listing
on the Nasdaq Global Market. Nasdaq has not formally notified the
Company of this deficiency because, under Nasdaq's rules, such a
notice is given only after the deficiency has continued for 30
consecutive business days. The Company does not anticipate being
able to regain compliance with either requirement (the minimum
market value requirement or the minimum bid price requirement).
In light of these developments, the Company's
Board of Directors determined to initiate the delisting of the
Company's ordinary shares from the Nasdaq Global Market.
Forward Looking Statements
This news release contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. Such
statements are based on current assumptions that involve risks and
uncertainties that could cause actual outcomes and results to
differ materially, including: market conditions; and other risks
set forth in Quotient's most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, as well as other documents
that Quotient files with the Securities and Exchange Commission.
Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Quotient disclaims any obligation to update these forward-looking
statements because of new information, future events or
circumstances or other factors.
CONTACT:
Investor Relations
ir@quotientbd.com
+41 22 545 52 26
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