NEW YORK, Sept. 13, 2016 /PRNewswire/ -- Elephant Talk
Communications Corp. (NYSE MKT: ETAK) ("ET" or the
"Company"), a leading international provider of mobile
networking software and services, today announced that the
NYSE MKT LLC (the "Exchange") has issued a determination accepting
the Company's August 19, 2016, plan
of compliance, as amended, and granted the Company a conditional
plan period through December 31,
2016, as described below.
On September 7, 2016, the Company
received a notice from the Exchange indicating that the Company is
not currently in compliance with the Exchange's continued listing
standards as set forth in Section 1003(a)(ii) of the NYSE MKT
Company Guide (the "Company Guide"), since the Company's reported
stockholders' equity as of June 30,
2016 is $2.5 million and the
Company has net losses in its last five most recent fiscal years
ended December 31, 2015.
Notwithstanding such notice, the Exchange also informed the Company
that it had reviewed the Company's August
19, 2016 plan of compliance, as amended, and determined to
accept the plan and grant a conditional plan period through
December 31, 2016. The Exchange has
indicated that it will formally review the Company at the end of
each month to ensure that it has demonstrated progress and achieved
the milestones set forth in the plan. If the Company is not in
compliance with the continued listing standards by December 31, 2016 or if the Company does not make
progress consistent with the plan during the plan period, the
Exchange may initiate delisting proceedings as appropriate. The
Company may appeal a staff delisting determination in accordance
with Section 1010 and Part 12 of the Company Guide.
The Company also announced that on September 2, 2016 it has initially sold 73 shares
of Series A Preferred Stock for aggregate gross proceeds of
$729,968, before deducting
commissions and other estimated offering expenses, in an private
placement offering of Series A Preferred Stock, par value
$0.00001 per share (the "Series A
Preferred Stock"), to "accredited investors" (as defined in Rule
501(a) of the Securities Act of 1933, as amended, the "Securities
Act") (the "Investors"). The Series A Preferred Stock was offered
and sold pursuant to an exemption from registration under Section
4(a)(2) and Regulation D of the Securities Act. For more
information, please refer to the Company's 8k which has been filed
with the SEC and is available on the SEC's website located at
http://www.sec.gov.
"We are pleased with the Exchange's acceptance of our plan to
regain compliance through December 31,
2016. Both the management team and Board of Directors are
committed to restoring full compliance within this timeframe. We
are aggressively implementing the final phase of our restructuring
which includes securing new investment capital and further
headcount reduction, which has resulted in the company nearing its
breakeven operations point," said Hal
Turner, Executive Chairman of Elephant Talk. "The sale of
our Series A Preferred stock is an important first step in our
capital plan and will provide much-needed working capital as we
complete our restructuring and drive new revenue growth. We confirm
that payrolls for July and August have been met for our go-forward,
post restructured team," he added.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Elephant Talk Communications Corp.:
Elephant
Talk Communications Corp. and its subsidiaries (also referred to as
"Elephant Talk", "ET" and "the Company") provide a complete
mobility cloud platform, utilizing messaging and security
capabilities. Elephant Talk offers fully managed 'single sign on
and application access' Software as a Service (SaaS), Platform as a
Service (PaaS), and Infrastructure as a Service (IaaS) applications
designed for communications services providers and enterprises.
SaaS are applications designed for end-users, delivered over the
web. PaaS is a set of tools and services designed to make coding
and deploying those applications quick and efficient. IaaS is the
hardware and software solution that powers it all including
servers, storage, networks and operating systems. The Company is
comprised of a deeply experienced management team, architects,
software developers, implementation specialists and an operations
team who bring turnkey mobile solutions to the retail
telecommunications industry. ET also provides software based
authentication and voice-biometrics technology and services through
its wholly owned subsidiary, ValidSoft UK Limited ("ValidSoft").
For more information please visit: www.elephanttalk.com.
About ValidSoft UK Ltd:
ValidSoft, a subsidiary of
Elephant Talk Communications Corp., secures transactions using
personal authentication and device assurance. We enable our
customers to enhance their security while improving their user
experience, utilizing our multi-factor authentication platform,
Voice Biometric engine and Device Trust technology, all of which
may be used as 'stand-alone' or integrated into multi-vendor
solutions. ValidSoft serves multiple clients across the financial
services, government and enterprise sectors and is the only company
to have been granted four European Privacy Seals, reflecting its
commitment to strong data privacy. For more information please
visit: www.validsoft.com
Forward-Looking Statements:
Certain statements
contained herein constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such statements may include, without limitation, statements with
respect to Elephant Talk's plans and objectives, projections,
expectations and intentions (including, without limitation,
Elephant Talk's plans in regard to its ValidSoft subsidiary). These
forward-looking statements are based on current expectations,
estimates and projections about Elephant Talk's industry,
management's beliefs and certain assumptions made by management.
Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict.
Because such statements involve risks and uncertainties, the actual
results and performance of Elephant Talk may differ materially from
the results expressed or implied by such forward-looking
statements. Given these uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements. Unless
otherwise required by law, Elephant Talk also disclaims any
obligation to update its view of any such risks or uncertainties or
to announce publicly the result of any revisions to the
forward-looking statements made here. Additional information
concerning certain risks and uncertainties that could cause actual
results to differ materially from those projected or suggested in
Elephant Talk's filings with the Securities and Exchange
Commission, copies of which are available from the SEC or may be
obtained upon request from Elephant Talk.
Investor Relations Contacts:
Steve Gersten
(813)-926-8920
sgersten@tampabay.rr.com
Scott Gordon
CoreIR
(631)-703-4900
scottg@coreir.com
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SOURCE Elephant Talk Communications Corp.