Genesis Bioventures Announces Notice from American Stock Exchange
NEW YORK, July 27 /PRNewswire-FirstCall/ -- Genesis Bioventures, Inc. (AMEX:GBI) (GBI) today reported that it has received written notice (the
"Notice") from the American Stock Exchange (the "Amex" or "Exchange") that the
Company does not meet certain of the Exchange's continued listing standards as
set forth in Parts 1, 7, 8 and 10 of the Amex Company Guide. The Notice is not
a notice of delisting from the Amex or a notice by Amex to initiate delisting
proceedings.
GBI has not been able to sustain the Exchange's continued listing standards
largely as a result of the abandoned proposed merger with Corgenix Medical
Corporation in January 2005. The proposed merger would have altered the
structure of management, the Board of Directors and other independent
committees, as well as providing funding to the Company. Management is
currently in the process of securing a bridge financing that will allow the
Company to continue operations until a larger private placement can be
completed and the following items can be addressed.
The Notice specifies that in accordance with the Amex Company Guide, GBI must
regain compliance with respect to the following continued listing standards by
October 17, 2005: Section 121(B)(2)(c) pursuant to which GBI is required to
maintain a Board of Directors of which at least 50% are independent and an
independent Audit Committee of at least two members; Section 804(a) pursuant to
which the Board of Directors nominations must be selected or recommended by
independent directors; Section 804(c) pursuant to which GBI must adopt a formal
nomination process under the federal securities laws; Section 805(a) pursuant to
which compensation of the chief executive officer of the Company must be
determined by independent directors; Section 1003(a)(iv) pursuant to which GBI
has sustained substantial losses in relation to its overall operations and in
the opinion of the Exchange, it appears questionable whether the Company will
be able to continue operations without near term financing; Section 1003(f)(iv)
pursuant to which GBI is required to pay applicable listing fees established by
the Exchange when due.
Pursuant to Section 704, GBI is required to hold an annual meeting of its
stockholders to elect directors as well as to take action on other corporate
matters by December 31, 2005.
The Notice further specifies that GBI must regain compliance by January 19,
2007 under Section 1003(a)(i) pursuant to which shareholders' equity should not
be less than $2,000,000 and should not incur losses from continuing operations
and/or net losses in two out of its three most recent fiscal years; and Section
1003(a)(ii) pursuant to which shareholders' equity should not be less than
$4,000,000 and should not incur losses from continuing operations and/or net
losses in three out of its four most recent fiscal years.
As a result of the above noted items, the Company is subject to Section 1009 of
the Company Guide whereby it must contact the Amex to confirm receipt of the
Notice and indicate whether or not it intends to submit a plan of compliance. The Company has contacted the Amex to confirm receipt of the Notice and to
indicate its intention to submit a plan of compliance. GBI is confident that it
will be able to submit a reasonable plan by the imposed deadline.
In order to maintain its Amex listing, GBI must submit a plan by August 18,
2005 advising the Exchange of action it has taken, or will take, that would
bring the Company into compliance with all continued listing standards within
the timeframes given.
If the Exchange determines that GBI has made a reasonable demonstration in the
plan to regain compliance with the continued listing standards, the plan will
be accepted. If the Company is unable to submit a plan that demonstrates its
ability to regain compliance, the Company will be subject to delisting
proceedings as appropriate.
In accordance with Section 1003(f)(v) the Notice also indicates that although
the Exchange does not require a certain minimum stock price to be maintained,
over the past twelve months GBI has had an average selling price of
approximately $0.19 per share and therefore the Exchange deems it appropriate
for the Company to effect a reverse split within a reasonable amount of time to
address the current low selling price of the stock if it does not improve with
implementation of the submitted plan. Any decision by the Exchange in this
regard will consider all pertinent factors including but not limited to, market
conditions in general, the number of shares outstanding, plans which may have
been formulated by management, and any other applicable regulations from any
governmental agency having jurisdiction over the Company.
Greg McCartney, Chairman of GBI, commented, "We have been working closely with
the Exchange in the past few months to regain compliance with the continued
listing standards and appreciate the support and effort from Amex staff. GBI is
confident that it will be able to satisfy all requirements within the time
frames given." About Genesis Bioventures, Inc.
Genesis Bioventures, Inc. is a biomedical development corporation focusing on
the development and marketing of novel diagnostics and therapeutics in oncology
and neurodegenerative diseases.
Statements in this press release that are not strictly historical facts are
"forward looking" statements (identified by the words "believe", "estimate",
"project", "expect" or similar expressions) within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements inherently involve
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that would cause or contribute to
such differences include, but are not limited to, continued acceptance of the
Company's products and services in the marketplace, competitive factors,
changes in the regulatory environment, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange Commission. The statements in this press release are made as of today, based upon
information currently known to management, and the Company does not undertake
any obligation to publicly update or revise any forward-looking statements.
CONTACT:
GBI Investor Relations, (604) 542-0820, , http://www.gnsbio.com/
Aurelius Consulting Group, (800) 644-6297, ,
http://www.runonideas.com/ DATASOURCE: Genesis Bioventures, Inc.
CONTACT: GBI Investor Relations, (604) 542-0820, , http://www.gnsbio.com/ Aurelius Consulting Group, (800) 644-6297, , http://www.runonideas.com/
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