Diomed Plan for Continued Listing Accepted by AMEX
August 07 2006 - 9:30AM
Business Wire
Diomed Holdings, Inc. (AMEX: DIO), a leading developer and marketer
of minimally invasive medical technologies, today announced that on
August 3, 2006, the American Stock Exchange (the "Exchange")
notified the Company that it accepted the Company's plan of
compliance and granted the Company an extension until December 1,
2007 to regain compliance with the continued listing standards. On
June 1, 2006, the Company received notice from the Exchange
advising the Company that, based on the Company's balance sheet
included in its March 31, 2006 quarterly report, it did not satisfy
Section 1003(a)(ii) of the AMEX Company Guide's standards for
continued listing on the Exchange. The standard requires that a
company maintain at least $4 million in stockholders' equity if the
company has sustained losses from continuing operations in three of
its four most recent fiscal years. Application of the standard
excludes $7.9 million of the Company's mezzanine-level preferred
stock reported on its balance sheet at March 31, 2006. According to
the notice, the Company was afforded the opportunity to submit a
plan by July 3, 2006 advising the Exchange what plans it had taken
or will take to bring it into compliance with the continued listing
standards within 18 months. On June 29, 2006, the Company provided
its plan to the Exchange for review and consideration. On August 3,
2006, the Exchange notified the Company that it accepted the
Company's plan of compliance and granted the Company an extension
until December 1, 2007 to regain compliance with the continued
listing standards. The Company will be subject to periodic review
by the Exchange Staff during the extension period. Failure to make
progress consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the American Stock
Exchange. "We are pleased that the Exchange has accepted our Plan
and believe that the first step in regaining full compliance will
be achieved by the stockholders' approval of the $10 million
private placement announced on July 27, 2006," commented David B.
Swank, Chief Financial Officer of Diomed Holdings, Inc. "This
financing will result in the Company increasing Stockholders'
Equity to approximately $20 million, significantly above the
listing requirement of $4 million, while concurrently eliminating
the mezzanine-level preferred stock," Added Mr. Swank. The
financing will include issuing 870 shares of new 2006 preferred
stock exchangeable into approximately 8.7 million shares of common
stock for $10 million in proceeds. The shares of the new series of
preferred stock will be issued without warrants attached and
provide for no dividends except in the event of a future dilutive
equity issuance. In addition, the Company will exchange 4 million
shares of the outstanding mezzanine-level 2005 preferred stock and
issue 865 shares of new 2006 preferred stock, exchangeable into an
aggregate of $8.7 million shares of common stock. Completion of the
financing is conditioned on the Company's obtaining prior
stockholder approval, among other things. The Company has scheduled
a special meeting of stockholders on September 27, 2006, for
purposes of seeking stockholder approval of the financing and
related matters. Stockholders of record on August 15, 2006 will be
entitled to vote at the special meeting. Further details will be
included in the Company's notice of special meeting and proxy
statement, which the Company will distribute to its stockholders of
record after filing with the Securities and Exchange Commission.
The Company will file a Current Report on Form 8-K with the
Securities and Exchange Commission regarding this matter. About
Diomed Diomed develops and commercializes minimal and
micro-invasive medical procedures that use its proprietary laser
technologies and disposable products. Diomed's EVLT(R) laser vein
ablation procedure is used in varicose vein treatments. Diomed also
provides photodynamic therapy (PDT) for use in cancer treatments,
and dental and general surgical applications. The EVLT(R) procedure
and the Company's related products were cleared by the United
States FDA in January of 2002. Along with lasers and single-use
procedure kits for its EVLT(R) laser vein treatment, the Company
provides its customers with state of the art physician training and
practice development support. Additional information is available
on the Company's website: www.evlt.com. EVLT(R) is a registered
trademark of Diomed Inc., Andover, MA. Safe Harbors This press
release does not constitute an offer of any securities for sale.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
transactions or the securities to be issued in connection with the
transactions referred to herein. Safe Harbor statements under the
Private Securities Litigation Reform Act of 1995: Statements in
this news release looking forward in time involve risks and
uncertainties, including the risks associated with trends in the
products markets, reliance on third party distributors in various
countries outside the United States, reoccurring orders under OEM
contracts, market acceptance risks, technical development risks and
other risk factors. These statements relate to our future plans,
objectives, expectations and intentions. These statements may be
identified by the use of words such as "may," "will," "should,"
"potential," "expects," "anticipates," "intends," "plans,"
"believes" and similar expressions. These statements are based on
our current beliefs, expectations and assumptions and are subject
to a number of risks and uncertainties. Our actual results could
differ materially from those discussed in these statements. Our
Annual Report on Form SEC 10-KSB/A (the "Annual Report") contains a
discussion of certain of the risks and uncertainties that affect
our business. We refer you to the "Risk Factors" on pages 23
through 38 of the Annual Report for a discussion of certain risks,
including those relating to our business as a medical device
company without a significant operating record and with operating
losses, our risks relating to our commercialization of our current
and future products and applications and risks relating to our
common stock and its market value. Diomed disclaims any obligation
or duty to update or correct any of its forward-looking statements.
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