RA'ANANA, Israel, May 8, 2019 /PRNewswire/ -- MTS - Mer
Telemanagement Solutions Ltd. (NASDAQ Capital Market: MTSL), a
global provider of telecommunications expense management (TEM) and
enterprise mobility management (EMM) solutions, announced today
that it received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market ("NASDAQ") on May 7, 2019 (the "Letter"), informing the
Company that it no longer complies with the minimum
$2,500,000 stockholders' equity
requirement for continued listing as set forth in NASDAQ Listing
Rule 5550(b)(1).
As previously disclosed, on May 7,
2018 the Company received a NASDAQ Staff Determination
letter indicating that the it had failed to comply with the
continued listing requirement that it maintain either a minimum of
$2,500,000 in stockholders' equity,
or $35,000,000 market value of listed
securities, or $500,000 of net income
from continuing operations for the most recently completed fiscal
year, or two of the three most recently completed fiscal years, as
set forth in NASDAQ Marketplace Rule 5550(b)(1) (the "Rule"), and
that the Staff was reviewing the Company's eligibility for
continued listing on The NASDAQ Capital Market. In accordance with
NASDAQ Marketplace Rule 5810(c)(2)(A), the Company submitted a plan
to regain compliance and on July 27, 2018 the staff of the Listing
Qualifications Department (the "Staff") granted the Company an
extension to regain compliance with the Rule.
Subsequently, the Company implemented various cost-cutting
measures and received proceeds of $1.7
million from the sale of ordinary shares and a newly created
class of convertible preferred shares. The Company disclosed
that as a result of these actions it believed that it had regained
compliance with the Rule. Based on such disclosure, the Staff
notified the Company on December 6,
2018, that it had regained compliance with the Rule, but
noted that if the Company failed to evidence compliance upon filing
its periodic report for the year ended December 31, 2018, it may be subject to
delisting. On April 8, 2019,
the Company filed its annual report on Form 20-F for the year ended
December 31, 2018, reporting
stockholders' equity of $2,403,000.
The Form indicated in a subsequent event footnote that the Company
had sold additional securities subsequent to the year-end and
received $125,000 in additional
equity. Upon review, the Staff determined that the Company no
longer complies with the Rule and in accordance with its letter of
December 6, 2018, the Staff
determined to delist the Company's securities from NASDAQ. In
that regard, unless the Company requests an appeal of this
determination, trading of the Company's securities will be
suspended at the opening of business on May
16, 2019, and a Form 25-NSE will be filed with the
Securities and Exchange Commission (the "SEC"), which will remove
the Company's securities from listing and registration on the
Nasdaq Stock Market. The Company intends to appeal the Staff's
determination to a Hearings Panel (the "Panel"). A hearing
request will stay the suspension of the Company's securities and
the filing of a Form 25-NSE pending the Panel's decision.
There can be no assurance that the Company will be successful
in its appeal, that the Panel will grant the Company an additional
compliance period prior to suspension and delisting of the
Company's securities from the Nasdaq Stock Market or that, if the
Panel grants an additional compliance period, that the Company
would be able to regain and maintain compliance with the Rule.
About MTS
Mer Telemanagement Solutions Ltd. (MTS) provides call accounting
and TEM solutions and services. MTS's telecommunications business
is focused on innovative products and services for enterprises in
the area of telecom expense management (TEM) and Call Accounting.
Headquartered in Israel, MTS
markets its solutions through wholly-owned subsidiaries in
Israel, the U.S. and Hong Kong, as well as through distribution
channels. For more information please visit the MTS web site:
www.mtsint.com.
Certain matters discussed in this news release are
forward-looking statements that involve a number of risks and
uncertainties including, but not limited to, risks in product
development plans and schedules, rapid technological change,
changes and delays in product approval and introduction, customer
acceptance of new products, the impact of competitive products and
pricing, market acceptance, the lengthy sales cycle, proprietary
rights of the Company and its competitors, risk of operations in
Israel, government regulations,
dependence on third parties to manufacture products, general
economic conditions and other risk factors detailed in the
Company's filings with the United States Securities and Exchange
Commission.
Contact:
Ofira Bar, CFO
Tel: +972-9-7777-540
View original
content:http://www.prnewswire.com/news-releases/mts-announces-receipt-of-nasdaq-delisting-notice-300846602.html
SOURCE Mer Telemanagement Solutions Ltd. (MTS)