Superconductor Technologies Regained Compliance With Nasdaq Equity Rule
24 Juillet 2020 - 10:05PM
Superconductor Technologies Inc. (STI) (Nasdaq: SCON) and a
wholly-owned subsidiary of Allied Integral United, Inc., announced
today that on July 22, 2020, the Nasdaq Hearings Panel (Panel)
confirmed that the Company regained compliance with the equity
requirement under Nasdaq Listing Rule 5550(b)(1) (the Equity Rule).
Separately from compliance with the Equity Rule, pursuant to a
Nasdaq rule filing that tolled the extension period for companies
through June 30, 2020, for the minimum bid price and market value
of publicly held shares requirements under the Nasdaq Listings
Rules, the Company will still be required to evidence compliance
with the bid price requirement in Nasdaq Listing Rule 5550(a)(2)
(the “Price Rule”) no later than September 18, 2020. Absent
additional relief from Nasdaq, failure to regain and evidence
compliance with the Price Rule in a timely manner will result in
the Company’s delisting from Nasdaq. The Company’s previous
disclosure that the deadline for compliance with the Price Rule was
September 21, 2020 is hereby corrected to be September 18,
2020.
The Company intends to satisfy the Price Rule by taking
appropriate action as needed, including through completion of a
reverse stock split and/or as a result of completion of the
previously announced and pending merger with Allied Integral
United, Inc. (a/k/a Clearday), although there is no certainty that
either of such actions will be completed in a timely manner or
otherwise.
About Superconductor Technologies Inc.
(STI)Superconductor Technologies Inc. is a global leader
in superconducting innovation. Since 1987, STI has led innovation
in HTS materials, developing more than 100 patents as well as
proprietary trade secrets and manufacturing expertise. For more
than 20 years STI utilized its unique HTS manufacturing process for
solutions to maximize capacity utilization and coverage for Tier 1
telecommunications operators. Headquartered in Austin, TX,
Superconductor Technologies Inc.'s common stock is listed on the
NASDAQ Capital Market under the ticker symbol “SCON.” For more
information about STI, please visit http://www.suptech.com.
Forward-Looking Statements This communication
contains forward-looking statements (including within the meaning
of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as
amended) concerning STI, AIU, the proposed Merger, and other
matters. These statements may discuss the valuation of the
Building, goals, intentions and expectations as to future plans,
trends, events, results of operations or financial condition, or
otherwise, based on current beliefs of the management of STI, as
well as assumptions made by, and information currently available
to, management. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as “may,”
“will,” “should,” “would,” “expect,” “anticipate,” “plan,”
“likely,” “believe,” “estimate,” “project,” “intend,” and other
similar expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: the risk that stockholders do not
timely approve a reverse split in order to comply with the Price
Rule, which would result in immediate delisting; the risk that the
pending merger with Clearday (“Merger”) is not timely completed or
does not result in the Company being able to be in compliance with
the Price Rule, which would result in immediate delisting; the risk
that the delay in consummating the merger will create increased
expense to STI; the risk that the conditions to the closing of the
proposed Merger are not satisfied, including the failure to obtain
stockholder approval for the proposed Merger in a timely manner or
at all; uncertainties as to the timing of the consummation of the
proposed Merger and the ability of each of STI and AIU to
consummate the Merger; risks related to STI’s ability to correctly
estimate and manage its operating expenses and its expenses
associated with the proposed Merger pending closing; risks related
to the failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate
the proposed Merger; risks associated with the possible failure to
realize certain anticipated benefits of the proposed Merger,
including with respect to future financial and operating results;
the ability of STI or AIU to protect their respective intellectual
property rights; competitive responses to the Merger and changes in
expected or existing competition; unexpected costs, charges or
expenses resulting from the proposed Merger; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed Merger; regulatory
requirements or developments; changes in capital resource
requirements; and legislative, regulatory, political and economic
developments. The foregoing review of important factors that could
cause actual events to differ from expectations should not be
construed as exhaustive and should be read in conjunction with
statements that are included herein and elsewhere, including the
risk factors included in STI’s most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the SEC. STI can give no assurance that the
conditions to the Merger will be satisfied. Except as required by
applicable law, STI undertakes no obligation to revise or update
any forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
Important Additional Information Will be Filed with the
SEC In connection with the proposed Merger, STI intends to
file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy
statement/prospectus/information statement. INVESTORS AND
STOCKHOLDERS OF STI ARE URGED TO READ THESE MATERIALS CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT STI, THE MERGER AND RELATED
MATTERS. Investors and stockholders will be able to obtain
free copies of the proxy statement, prospectus and other documents
filed by STI with the SEC (when they become available) through the
website maintained by the SEC at www.sec.gov. In addition,
investors and stockholders will be able to obtain free copies of
the proxy statement, prospectus and other documents filed by STI
with the SEC by contacting STI by mail at Superconductor
Technologies Inc., 15511 W. State Hwy 71, Suite 110-105Austin, TX
78738, (512) 650-7775, Attention: Corporate Secretary. Investors
and stockholders are urged to read the proxy statement, prospectus
and the other relevant materials when they become available before
making any voting or investment decision with respect to the
Merger.
No Offer or Solicitation This communication
shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation STI and its
directors and executive officers and AIU and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of STI in connection
with the Merger. Information regarding the special interests of
these directors and executive officers in the Merger will be
included in the proxy statement/prospectus/information statement
referred to above. Additional information about STI’s directors and
executive officers is included in STI’s definitive proxy statement
filed with the SEC on April 26, 2019. These documents are
available free of charge at the SEC website (www.sec.gov) and from
the Corporate Secretary of STI at the address above.
Investor Relations ContactMoriah Shilton or
Kirsten Chapman, LHA Investor Relations, +1-415-433-3777
invest@suptech.com
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