WARREN, N.J., Dec. 19, 2017 /PRNewswire/ -- Sorrento
Tech, Inc. (Nasdaq: ROKA) today announced that it has notified
the NASDAQ Stock Market ("NASDAQ") of its intent to delist its
common stock (the "Stock") from the NASDAQ Global Market. The
Company filed with the Securities and Exchange Commission (the
"SEC") and NASDAQ a Form 25 relating to the delisting of the
Stock on December 19, 2017. The
Company expects that the official delisting of the Stock will
become effective ten days thereafter, on December 29, 2017.
As previously disclosed, on October 4,
2017, the Company filed a definitive proxy statement for a
special meeting of its stockholders, which was held on
October 26, 2017 (the "Special Meeting"). At the Special
Meeting, the Company's stockholders approved an asset purchase
agreement for the sale of substantially all of the Company's assets
(the "Asset Sale") and proposed the liquidation and dissolution of
the Company (the "Liquidation"). The Asset Sale closed on
November 1, 2017 and the Company
intends to file its certificate of dissolution with the Secretary
of State of the State of Delaware
on December 28, 2017 and close its
stock transfer books at the close of business on such date.
The decision to delist from NASDAQ resulted from the Board of
Directors' review of numerous factors, particularly the previously
announced plan to engage in a complete dissolution and liquidation,
and the cost and feasibility of ongoing compliance with the NASDAQ
listing requirements in light of the Company's planned dissolution
and liquidation.
Following the delisting of the Company's common stock, the
Company intends to file a Form 15 with the SEC to voluntarily
effect deregistration of its securities under the Securities
Exchange Act of 1934, as amended. The Company expects that
its obligation to file periodic and current reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, will be suspended upon the filing of the Form
15. The decision of the Company's Board of Directors to
deregister its common stock was based on the consideration of
numerous factors, including the costs of preparing and filing
periodic reports with the SEC, the outside accounting, audit, legal
and other costs and expenses associated with being a public
company, and the burdens placed on Company management to comply
with reporting requirements, all in light of the Company's planned
dissolution and liquidation.
About Sorrento Tech, Inc.
Sorrento Tech, Inc. is incorporated under the laws of the State
of Delaware. The Company's common stock is traded on The
NASDAQ Global Market under the symbol "ROKA."
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act, as amended (the "Exchange Act"),
including those related the sale of its assets and the amount of
liquidating distributions available for distribution to
stockholders. These forward-looking statements include statements
regarding the delisting and proposed deregistration of the
Company's common stock and the dissolution and liquidation of the
Company. These statements relate to future events and involve known
and unknown risks, uncertainties and other factors that could cause
our actual results, levels of activity, performance or achievement
to differ materially from those expressed or implied by these
forward looking statements. There are a number of important factors
that are out of Roka Bioscience's control and could cause actual
results to differ materially from those indicated by such
forward-looking statements including and the risk factors set forth
in the company's filings with the Securities and Exchange
Commission. We expressly disclaim any obligation to update any
forward-looking statements, except as may be required by law. Given
these uncertainties, you should not place undue reliance on these
forward-looking statements. These forward-looking statements
represent our estimates and assumptions only as of the date of this
press release and, except as required by law, we undertake no
obligation to update or review publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise after the date of this press release.
Investor or Media related inquiries please contact:
Investor Contact:
Roka Bioscience, Inc.
ir@rokabio.com
855-ROKABIO (855-765-2246)
View original
content:http://www.prnewswire.com/news-releases/sorrento-tech-inc-announces-voluntary-delisting-from-nasdaq-and-closing-of-its-stock-transfer-books-300573544.html
SOURCE Sorrento Tech, Inc.