Drive Shack Inc. Announces Intention to Voluntarily Delist and Deregister its Securities
December 13 2022 - 4:43PM
Business Wire
Drive Shack Inc. (together with its subsidiaries, “Drive Shack”,
“we”, “us” or the “Company”) (NYSE: DS), a leading owner and
operator of golf-related leisure and entertainment businesses,
announced today its intention to voluntarily delist from the New
York Stock Exchange (“NYSE”) and to deregister its common stock
under Section 12(b) and Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and suspend its
reporting obligations under Section 15(d) of the Exchange Act.
The Company received a notice that its securities are not in
compliance with the continued listing standards of the NYSE, and in
response has evaluated its options to remain listed or to go dark
and has determined that going dark is the best path for the Company
due to expected cost savings and the Company’s current inability to
realize the traditional benefits of public company status. The low
trading value, and the resulting low trading volume, limits our
securities’ liquidity and affects our ability to raise capital from
the public markets, effectively use our securities as transaction
consideration, attract interest from institutional investors or
market analysts or otherwise realize the traditional benefits of
being a publicly traded company. Despite the lack of these
benefits, we incur all of the significant annual expenses and
indirect costs associated with being a public company.
The Company intends to file an application for its common stock
to be quoted on the OTCQX platform, operated by OTC Markets Group
Inc. and intends to receive approval in the first quarter of 2023.
The Company intends to continue to provide information to its
stockholders and to take such actions to enable a trading market in
its common stock to exist. There is no guarantee, however, that a
broker will continue to make a market in the common stock and that
trading of the common stock will be approved for or continue on the
OTCQX or otherwise or that the Company will continue to provide
information sufficient to enable brokers to provide quotes for its
common stock.
We believe the reduction in time spent by our management and
employees complying with the requirements applicable to SEC
reporting companies will enable them to focus more on managing the
Company’s businesses, strengthening relationships with clients and
vendors and growing stockholder value, with a focus on long-term
growth without an undue distraction by short-term financial results
and stock price movement.
On December 13, 2022, the Company notified NYSE of its intent to
voluntarily delist its securities from NYSE. The Company currently
anticipates that it will file with the Securities and Exchange
Commission (the “SEC”) a Form 25 relating to the delisting and
deregistration of its securities on or about December 23, 2022, and
anticipates that the delisting and deregistration under Section
12(b) of its securities will become effective on or about January
3, 2023.
Following the delisting of its securities from NYSE, the Company
plans to file with the SEC a Form 15 to deregister its securities
under Section 12(g) of the Exchange Act and suspend its reporting
obligations under Section 15(d) of the Exchange Act, as each series
of its securities is held by less than 300 stockholders of record.
The Company’s securities include the Company’s Series B, C and D
preferred stock, preferred stock purchase rights and its common
stock.
About Drive Shack Inc.
Drive Shack Inc. is a leading owner and operator of golf-related
leisure and entertainment businesses focused on bringing people
together through competitive socializing. Today, our portfolio
consists of American Golf, Drive Shack and Puttery.
Forward-Looking Statements
Certain statements regarding Drive Shack Inc. in this release
may constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. You can identify
these forward-looking statements by the use of forward-looking
words such as “outlook,” “believes,” “expects,” “by”, “approaches”,
“nearly”, “potential”, “continues”, “may”, “will”, “should”,
“could”, “seeks”, “approximately”, “predicts”, “intends”, “plans”,
“estimates”, “anticipates”, “target”, “goal”, “projects”,
“contemplates” or the negative version of those words or other
comparable words. Any forward-looking statements contained in this
release are based upon our limited historical performance and on
our current plans, estimates and expectations in light of
information (including industry data) currently available to us. We
can give no assurance that its expectations regarding any
forward-looking statements will be attained. Accordingly, you
should not place undue reliance on any forward-looking statements
made in this release. Such forward-looking statements speak only as
of the date of this release. We expressly disclaim any obligation
to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20221213006046/en/
Investor Relations Contact Kelley Buchhorn Interim Chief
Financial Officer Drive Shack Inc. ir@driveshack.com
Drive Shack (NYSE:DS)
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