Glowpoint, Inc. (NYSE American: GLOW) (“Glowpoint” or the
“Company”), a managed service provider of video
collaboration and network applications, announced today that
the NYSE American LLC (“NYSE American” or the “Exchange”) granted
the Company an additional time period to the date of the Company’s
annual meeting in May 2019 to regain compliance with the continued
listing standards as set forth in Section 1003(f)(v) of the NYSE
American Company Guide (the “Company Guide”). As the Company
previously announced on July 11, 2018, Glowpoint received a
deficiency letter (the “Letter”) from NYSE American stating that
the Company was not in compliance with the Exchange’s continued
listing standards. Specifically, the Letter informed the
Company that the Exchange had determined that shares of the
Company’s common stock 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 continued listing of the
Company’s common stock on the Exchange was predicated on the
Company effecting a reverse stock split of its common stock or
otherwise demonstrating sustained price improvement within a
reasonable period of time, which the Exchange determined to be no
later than January 5, 2019. As previously announced on
December 21, 2018, Glowpoint and SharedLabs, Inc. (“SharedLabs”), a
privately held software and technology services company located in
Jacksonville, Florida, entered into a definitive agreement for a
merger of the companies in an all-stock transaction. Among
other things, the Company’s definitive agreement with SharedLabs
contemplates that the Company will effect a reverse stock split of
its issued and outstanding shares of common stock prior to the
closing of the merger. Subject to stockholder and required
regulatory approvals, Glowpoint and SharedLabs expect to effect the
reverse stock split and close the merger in the spring of
2019. In light of the proposed merger and the reverse stock
split contemplated in connection with the merger, NYSE American
granted Glowpoint an additional time period from January 5, 2019 to
the date of the Company’s annual meeting in May 2019 to regain
compliance with the listing standards.
The Company also expects that it will be required to file an
initial listing application for the post-merger entity and satisfy
the initial listing requirements of the Exchange in order to remain
listed on the NYSE American after the closing of the merger.
The initial listing requirements include, but are not limited to,
standards with respect to the post-merger entity’s market value of
public float, stockholders’ equity and minimum price per listed
share, and there can be no assurance that such entity will satisfy
these requirements.
As previously announced on July 23, 2018, the Company’s stock
buyback program (the “Program”) to repurchase up to $750,000 of the
Company’s common stock remains in effect and, as of the date
hereof, the Company has approximately $673,000 remaining available
for future purchases of the Company’s common stock under the
Program. The Company has in effect a Rule 10b5-1 trading plan
pursuant to which shares of the Company’s common stock are
repurchased by the Company from time to time under the Program.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval, nor shall there be any offer
or sale of such securities in any state or other 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 other jurisdiction. This communication relates in
part to a proposed business combination between Glowpoint and
SharedLabs. In connection with the proposed transaction, Glowpoint
intends to file with the SEC a registration statement on Form S-4
that will include a proxy statement of Glowpoint that also
constitutes a prospectus of Glowpoint. Glowpoint has filed, and
plans to file, other relevant documents with the SEC regarding the
proposed transaction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended. This
communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to buy any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise. Any definitive proxy statement/prospectus of Glowpoint
will be mailed to stockholders of Glowpoint if and when
available.
INVESTORS AND SECURITY HOLDERS OF GLOWPOINT AND SHAREDLABS ARE
URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT HAVE AND MAY
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free
copies of these documents (if and when available) and other
documents containing important information about Glowpoint and
SharedLabs, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Glowpoint will also be available
free of charge on Glowpoint’s website at www.glowpoint.com.
Participants in the Solicitation
Glowpoint, SharedLabs and certain of their respective directors,
executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the directors and
executive officers of Glowpoint is available in its definitive
proxy statement for its 2018 annual meeting, filed with the SEC on
April 23, 2018. Other information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when such materials become available. Investors
should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from Glowpoint or
SharedLabs using the sources indicated above.
About Glowpoint
Glowpoint, Inc. (NYSE American: GLOW) is a managed service
provider of video collaboration and network applications. Our
services are designed to provide a comprehensive suite of automated
and concierge applications to simplify the user experience and
expedite the adoption of video as the primary means of
collaboration. Our customers include Fortune 1000 companies,
along with small and medium sized enterprises in a variety of
industries. To learn more please visit www.glowpoint.com.
Forward looking and cautionary statements
This press release and any oral statements made
regarding the subject of this release contain forward-looking
statements as defined under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and are made under the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address
activities that Glowpoint or SharedLabs assumes, plans, expects,
believes, intends, projects, estimates or anticipates (and other
similar expressions) will, could, should or may occur in the future
are forward-looking statements. Glowpoint’s and SharedLabs’ actual
results may differ materially from their expectations, estimates
and projections, and consequently you should not rely on these
forward-looking statements as predictions of future events. Without
limiting the generality of the foregoing, forward-looking
statements contained in this press release include statements
regarding Glowpoint’s intention to regain compliance with the NYSE
American’s listing standards, to retain its listing on the Exchange
and to receive approval from the NYSE American for the initial
listing of the post-merger entity, Glowpoint’s and SharedLabs’
intention to complete a merger of such companies, the satisfaction
of the closing conditions to the merger, and the timing or success
of the completion of the merger. The forward-looking statements in
this press release are based on management’s current belief, based
on currently available information, as to the outcome and timing of
future events, and involve significant factors, risks, and
uncertainties that may cause actual results in future periods to
differ materially from such statements. Most of these factors are
outside of the control of Glowpoint or SharedLabs and are difficult
to predict, and include, among other things, (1) the ability of
Glowpoint, prior to the merger, and the post-merger entity, after
completion of the merger, to comply with continued listing
requirements in order to maintain its listing status on the NYSE
American; (2) the occurrence of any event, change or other
circumstances that could cause the termination of the definitive
merger agreement; (3) the outcome of any legal proceedings that may
be instituted against Glowpoint or SharedLabs following this
announcement and the pursuit of the merger contemplated by the
definitive merger agreement; (4) the inability to effect the
reverse stock split or complete the merger, including due to
failure to obtain approval of the shareholders of Glowpoint or
SharedLabs or, in the case of the merger, failure to satisfy any
other conditions to closing included in the definitive merger
agreement; (5) risks related to SharedLabs’ equity and debt
financing conditions to closing; (6) the risk that the pursuit or
execution of the business combination will disrupt current plans
and operations as a result of the announcement and consummation of
the business combination; (7) the ability to recognize the
anticipated benefits of the merger, which may be affected by, among
other things, competition and the ability of the combined company
to grow and manage growth profitably and retain its key employees;
(8) costs related to the negotiation and consummation of the
business combination; (9) risks related to the disruption of the
transaction to the parties and their management; (10) the effect of
the announcement of the definitive merger agreement on the parties’
ability to retain and hire key personnel and maintain relationships
with customers, suppliers and other third parties; and (11) other
risks and uncertainties identified in Glowpoint’s and SharedLabs’
filings with the SEC, including in Glowpoint’s Annual Report on
Form 10-K for the year ending December 31, 2017 and in other
filings made by Glowpoint with the SEC from time to time, including
Glowpoint’s Quarterly Report on Form 10-Q for the three months
ended September 30, 2018, and including in SharedLabs’ Form S-1
Registration Statement filed May 15, 2018 (File No. 333-224954)
(including all amendments thereto) and in other filings made by
SharedLabs with the SEC from time to time. The foregoing list of
factors is not exclusive. Glowpoint and SharedLabs caution readers
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Any of these factors could
cause Glowpoint’s and SharedLabs’ actual results and plans to
differ materially from those in the forward-looking statements.
Therefore, Glowpoint and SharedLabs can give no assurance that
their future results will be as estimated. Glowpoint and SharedLabs
do not intend to, and disclaim any obligation to, correct, update
or revise any information contained herein to reflect any change in
expectations or any change in events, conditions or circumstances
on which any such statement is based, other than as required by
applicable law.
INVESTOR CONTACT: Investor Relations Glowpoint,
Inc. +1 303-640-3840 investorrelations@glowpoint.com
www.glowpoint.com
Glowpoint (AMEX:GLOW)
Historical Stock Chart
From Aug 2024 to Sep 2024
Glowpoint (AMEX:GLOW)
Historical Stock Chart
From Sep 2023 to Sep 2024