GlobalSCAPE, Inc. Receives Notice from NYSE Regulation Regarding Late Filing of Annual Report
September 13 2017 - 4:15PM
Business Wire
GlobalSCAPE, Inc. (NYSE American: GSB) (“GlobalSCAPE” or the
“Company”), a worldwide leader in the secure movement and
integration of data, today announced that on September 7, 2017, the
Company received a notice of noncompliance with the continued
listing standards set forth in Section 1007 of the Company Guide
(the “Company Guide”) of NYSE American LLC (the “Exchange”). This
notice of noncompliance is predicated on the Company’s failure to
timely file its Form 10-K for the fiscal year ended December 31,
2016 (the “Delayed Form 10-K”) with the U.S. Securities and
Exchange Commission (the “SEC”).
The Company previously disclosed in its Current Report on Form
8-K filed with the SEC on August 28, 2017 that the Company had
become subject to the procedures and requirements set forth in
Section 1007 of the Company Guide as a result of its failure to
timely file with the SEC its quarterly report on Form 10-Q for the
quarter ended June 30, 2017 (the “Delayed Form 10-Q”).
As previously disclosed in its Current Report on Form 8-K
filed with the SEC on August 7, 2017 (the “Restatement Form 8-K”),
the Company’s Audit Committee, in consultation with management,
concluded that the Company’s consolidated financial statements for
the year ended December 31, 2016 included in the Company’s Annual
Report on Form 10-K (including the interim periods within that
year) should no longer be relied upon. Subsequently, RSM US, LLP
(“RSM”), the Company’s former independent registered public
accounting firm, withdrew its report relating to its audit of the
Company’s consolidated financial statements for the year ended
December 31, 2016. RSM informed the Company of this withdrawal of
its report through a letter dated September 5, 2017, and the
Company subsequently notified the Exchange of this withdrawal. The
Company then received the notification of noncompliance with the
Exchange’s continued listing standards referencing the Delayed Form
10-K.
In connection with the Delayed Form 10-K and the Delayed Form
10-Q, NYSE Regulation, which monitors whether an issuer listed on
the Exchange has timely filed its annual and interim reports with
the SEC, has informed the Company that during the period ending on
February 22, 2018 (the “Initial Cure Period”), the Exchange will
monitor the Company and the status of the Delayed Form 10-K, the
Delayed Form 10-Q and any subsequent annual or quarterly report
that the Company fails to file by the applicable due date
(“Subsequent Reports”) until the amended Form 10-K with a reissued
audit report, the Delayed Form 10-Q and any Subsequent Reports have
been filed with the SEC. If the Company fails to file the amended
Form 10-K with a reissued audit report, the Delayed Form 10-Q and
any Subsequent Reports within the Initial Cure Period, the Exchange
may, in the Exchange’s 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. NYSE Regulation has informed the Company that if the
Exchange determines that an Additional Cure Period is not
appropriate, suspension and delisting procedures will commence in
accordance with the procedures set out in Section 1010 of the
Company Guide. 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,
and 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 the
Exchange’s 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.
As previously disclosed in the Restatement Form 8-K, the Company
intends to effect a restatement of its financial statements through
filing an amended Form 10-K for the year ended December 31, 2016
and an amended Form 10-Q for the quarter ended March 31, 2017. The
Company is working diligently to complete these filings as well as
the Delayed Form 10-Q and intends to make all of these filings as
soon as practicable, which will result in regaining compliance with
the continued listing standards of the Exchange.
The Company’s common stock will continue to be listed on the
Exchange under the ticker symbol “GSB” but, as previously
disclosed, a “.LF” indicator is being disseminated with the
Company’s ticker symbol to signify the Company’s late filing
status.
The Company is making this announcement in compliance with
Section 1007 of the Company Guide, which requires prompt disclosure
of receipt of a notification of noncompliance with the Exchange’s
continued listing standards.
Safe Harbor Statement
This news 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,
including, without limitation, GlobalSCAPE’s expectations as to the
timing of the filing of the amended Form 10-K with a reissued audit
report, the amended Form 10-Q and the Delayed Form 10-Q.
These forward-looking statements involve risks and
uncertainties, and actual results could vary materially from these
forward-looking statements. Factors that may cause future results
to differ materially from management’s current expectations
include, among other things, the discovery of additional
information relevant to the internal investigation previously
announced by the Company; the conclusions of the Company’s Audit
Committee (and the timing of the conclusions) concerning matters
relating to the internal investigation; the timing of the review
by, and the conclusions of, GlobalSCAPE’s independent registered
public accounting firm regarding the internal investigation and
GlobalSCAPE’s financial statements; the possibility that additional
errors may be identified; the risk that the completion of the
restatement of the Company’s financial statements and the filing of
the related quarterly and annual report amendments will take longer
than expected; pending litigation and the possibility of further
legal proceedings adverse to GlobalSCAPE resulting from the
restatement or related matters; and the costs associated with the
restatement. GlobalSCAPE disclaims any obligation to update
information contained in these forward-looking statements whether
as a result of new information, future events, or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170913006373/en/
GlobalSCAPE Press ContactPerry Street
CommunicationsJonathan Morgan, 214-965-9955 or
212-333-5525jmorgan@perryst.comorInvestor Relations
ContactMatt Glover or Najim Mostamand,
210-801-8489IR@globalscape.com
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