Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As previously disclosed, on March 15, 2019, the Company received a letter from the listing qualifications department staff of
the Nasdaq Stock Market (Nasdaq) notifying the Company that, as a result of its previously-disclosed Chapter 11 bankruptcy filings, Nasdaq has determined, in accordance with Nasdaq Listing Rules 5101, 5110(b) and
IM-5101-1,
to delist the Companys voting and
non-voting
common stock from Nasdaq. Unless the Company requests an appeal of this
determination, Nasdaq has advised that trading of the Companys voting and
non-voting
common stock will be suspended at the opening of business on March 26, 2019 and a Form
25-NSE
will be filed with the Securities and Exchange Commission, which would remove the Companys common stock from listing and registration on Nasdaq.
The Company has decided not to appeal the Nasdaq determination and, therefore, expects that its voting and
non-voting
common stock will be delisted. Upon delisting, the Company expects that its voting and
non-voting
common stock will commence trading on the OTC Pink Market on March 26, 2019 under the symbols
PHIIDQ and PHIIKDQ for its voting and
non-voting
common stock, respectively. The transition does not affect the Companys operations and does not change reporting requirements
under SEC rules.
There is no assurance that the Company will continue to be current in its reporting requirements under SEC rules, that the
Companys voting and
non-voting
common stock will be eligible and commence trading on the OTC Pink Market, that broker-dealers will continue to provide public quotes of the voting and
non-voting
common stock or that the trading volume of the voting and
non-voting
common stock will be sufficient to provide for an efficient trading market.
Forward-Looking Statements
All statements other than
statements of historical fact contained in this Current Report on Form
8-K
are forward-looking statements, as defined by (and subject to the safe harbor protections under) the federal
securities laws. When used herein, the words expects, plans, will and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are based on a number of
judgments and assumptions as of the date such statements are made about future events, many of which are beyond PHIs control. These forward-looking statements, and the assumptions on which they are based, (i) are not guarantees of future
events, (ii) are inherently speculative and (iii) are subject to significant risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied by PHI in those statements if one
or more of these risks or uncertainties materialize, or if PHIs underlying assumptions prove incorrect. All of PHIs forward-looking statements are qualified in their entirety by reference to PHIs discussion of certain important
factors that could cause PHIs actual results to differ materially from those anticipated, estimated, projected or implied in those forward-looking statements. Given these uncertainties, investors are cautioned not to unduly rely upon
PHIs forward-looking statements, which speak only as of the date made. PHI undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or developments, changed
circumstances, or otherwise. Further, PHI may make changes to its intentions or plans at any time, without notice and for any reason, and can provide no assurances as to whether holders of its common stock will be able to trade shares efficiently or
at all.