ARC Group Worldwide, Inc. Announces Voluntary Delisting From NASDAQ
July 02 2019 - 11:55AM
ARC Group Worldwide, Inc. (“ARC” or the “Company”) (NASDAQ: ARCW),
today announced that it has notified The Nasdaq Stock Market LLC
(“NASDAQ”) of its intent to withdraw its common stock, par value
$0.0005 per share (the “Common Stock”), from listing on the NASDAQ
Capital Market. On July 11, 2019, ten days after notice to
NASDAQ, the Company intends to file with NASDAQ and the U.S.
Securities and Exchange Commission (the “SEC”), a Form 25 relating
to the delisting of the Company’s Common Stock. The delisting
will become effective on July 22, 2019, the first business day
following the lapse of ten days after the filing date of the Form
25.
As previously disclosed to the market, on April 18, 2019, the
Company had received notification from the Listing Qualifications
Department of NASDAQ that for the previous 30 consecutive business
days, the bid price for the Company’s Common Stock had closed below
the minimum $1.00 per share requirement for continued listing on
NASDAQ under NASDAQ’S listing rule 5550 (a)(2), requiring a minimum
bid price of $1.00 per share (the “Minimum Bid Requirement”).
Absent remediation of the Minimum Bid Requirement within the
180-day grace period granted by NASDAQ, the Company’s Common Stock
would be delisted from NASDAQ.
Company management and the Board of Directors of the Company
(the “Board”) carefully reviewed and assessed possible actions to
remediate the deficiency in respect of meeting the Minimum Bid
Requirement, including undertaking a reverse split of the Company’s
Common Stock. Following such assessments, the Board concluded
that the significant expenditures that would likely be incurred in
connection with such remediation of the Minimum Bid Requirement,
when considered together with the tenuous uncertainty of the
duration of any such reverse split benefits, would not be in the
best interests of the Company’s shareholders. For such
reasons, the Board has determined to voluntarily delist from
NASDAQ.
The Company expects its Common Stock to continue to be quoted
and traded on the OTC Markets Pink Open Market. The Company does
not expect the delisting from NASDAQ and SEC deregistration
transitions to adversely affect the Company’s business
operations.
In addition to the NASDAQ delisting determination, the Board
carefully reviewed the substantial costs, expenses and demands upon
management related to the preparation and filing of the Company’s
annual and other periodic reports and related SEC compliance
obligations. The Board concluded that all such resources
could be better focused on improving business operations of the
Company. As a result of such assessments, the Board
determined that simultaneously with the Form 25 filing, the Company
also plans to file a Form 15 with the SEC to deregister the Company
from its SEC periodic reporting requirements and related compliance
obligations that will become effective ninety days after the date
of filing. The Company’s periodic reporting requirements will
be suspended during such ninety-day period.
In reaching its determination in respect of the voluntary
delisting from NASDAQ and initiating the SEC deregistration, the
Company confidentially consulted with some of the Company’s largest
shareholders who endorsed the proposed voluntary delisting and
deregistration courses of action.
Safe Harbor Statement & Risk
Factors
This press release may contain "forward-looking" statements as
defined in the Private Securities Litigation Reform Act of 1995,
which are based on ARC's current expectations, estimates, and
projections about future events. These include, but are
not limited to, statements, if any, regarding business plans,
pro-forma statements, and financial projections, including ARC's
ability to expand its services and realize growth. These
statements are not historical facts or guarantees of future
performance, events, or results. Such statements involve
potential risks and uncertainties, and the general effects of
financial, economic, and regulatory conditions affecting our
industries. Accordingly, actual results may differ
materially. ARC does not have any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events, or
otherwise. Potential risks of the voluntary NASDAQ
delisting and SEC deregistration include such risks and
uncertainties that are identified and described in the Company’s
SEC reports. Without limiting the foregoing, the price of the
Company’s Common Stock may be materially and adversely affected by
the Company’s plans to delist from NASDAQ and deregister from the
SEC. Following the effectiveness of the NASDAQ delisting and
SEC deregistration an active market for the Company’s Common Stock
may no longer exist. For further information on risks and
uncertainties that could affect ARC’s business, financial condition
and results of operations, readers are encouraged to review Item
1A. – Risk Factors and all other disclosures appearing in ARC’s
Form 10-K for the fiscal year ended June 30, 2018, as well as other
documents ARC files from time to time with the Securities and
Exchange Commission.
About ARC Group Worldwide
ARC Group Worldwide, Inc. is a global advanced manufacturing
provider focused on accelerating speed to market for its
customers. ARC provides a holistic set of precision
manufacturing solutions, from design and prototyping through full
run production. These solutions include metal injection
molding, metal stamping, plastic injection molding, injection
molding, thixomolding, and rapid and conformal
tooling. Further, ARC utilizes technology to improve
automation in manufacturing through robotics, software and process
automation, and lean manufacturing to improve efficiency.
CONTACT:
Investor Relations
PHONE: (303)
467-5236Email:
InvestorRelations@arcw.com
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