OAKDALE, Minn., July 20, 2017 /PRNewswire/ -- GlassBridge
Enterprises, Inc. ("GlassBridge", the "Company" or "we") (NYSE:
GLA) today notified the New York Stock Exchange (the "NYSE") of its
intention to voluntarily delist its common stock from the NYSE. The
Company intends for its common stock to trade on the OTCQX Market
after NYSE delisting.
As previously reported, on February 2,
2016, the Company received a written notice that the Company
was not in compliance with the continued listing standards of the
NYSE because the Company's average global market capitalization was
less than $50 million over a
consecutive 30 trading-day period while at the same time the
Company's stockholders' equity was less than $50 million.
We then submitted to the NYSE a plan to regain compliance by
August 1, 2017, the last day of the
applicable cure period, and the NYSE accepted our plan and has
reviewed our progress on a quarterly basis. We remain
confident that all of the plan milestones will be met over time but
also acknowledge that the plan is not likely to be completed by the
end of the cure period. If the NYSE determines milestones are
not met in the time periods set forth in the plan, involuntary
delisting and suspension of trading could be initiated before
August 1, 2017.
Recently, after much careful discussion and deliberation, our
Board of Directors approved resolutions authorizing the Company to
initiate voluntarily delisting from the NYSE. The Board weighed
several material factors in reaching this decision, including
avoiding the risks that involuntary suspension of trading could
cause and the importance of a controlled transition to OTCQX to
ensure the continuing availability of a market for trading our
common stock. The Company notified NYSE earlier today of our
intention to voluntarily delist our common stock. The last trading
day on the NYSE is expected to be August 1,
2017.
We expect that our common stock will trade on the OTCQX Market –
the highest market tier operated by OTC Market Group, Inc. – on
August 2, 2017. A new four
letter trading or "ticker" symbol will be assigned to our
shares. Participation in the OTCQX Market requires completion
of an application process, which includes satisfying eligibility
standards and financial metrics. We submitted our application
on July 14, 2017.
GlassBridge will remain a public company following the delisting
and our shares will continue to trade publicly. We will
continue to make SEC filings on Forms 10-K, 10-Q and 8-K, and we
will remain subject to the SEC rules and regulations applicable to
reporting companies under the Exchange Act. We will maintain
an independent Board of Directors with an independent Audit
Committee and provide annual financial statements audited by a
Public Company Accounting Oversight Board (PCAOB) auditor and
unaudited interim financial reports, prepared in accordance with
U.S. generally accepted accounting principles (GAAP).
GlassBridge's decision to transition from NYSE to OTCQX does not
diminish the focus of our efforts in realizing our vision of
becoming a "generation 2.0" publicly-traded asset management
company. Our current business lines include the
technology-driven quantitative alternative investment strategies
and our private equity joint venture with Roc Nation.
While we continue to execute the current strategy of measured
growth in asset management, the executive team and Board of
Directors will continue to evaluate all available strategic
alternatives, including the monetization of non-core assets and
transformative corporate transactions or joint ventures with
established asset management companies.
The Company's intent is to relist on a major exchange in the
future. Upon meeting new listing standards of the exchanges,
options may include NASDAQ, NYSE or NYSE-MKT.
About GlassBridge
GlassBridge Enterprises, Inc. is a
holding company. The Company actively explores a diverse range of
new, strategic asset management business opportunities for its
portfolio. The Company's wholly-owned subsidiary, GlassBridge Asset
Management, LLC ("GBAM"), is an investment advisor focused on
technology-driven and quantitative strategies. The Company's
partially-owned subsidiary, Nexsan Corporation, operates a global
enterprise data storage business. For more information,
please visit GlassBridge's website at www.glassbridge.com.
About the OTCQX Market
To qualify for the OTCQX
Market, companies must meet high financial standards, follow best
practice corporate governance and demonstrate compliance with U.S.
securities laws. Penny stocks, shells and companies in bankruptcy
cannot qualify for OTCQX. The companies found on the OTCQX Market
are distinguished by the integrity of their operations and
diligence with which they convey their qualifications.
Forward-Looking Statements
Certain information
contained in this press release which does not relate to historical
financial information may be deemed to constitute forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements relate to expectations or forecasts for
future events, including, without limitation, our intention to
delist from the NYSE and to file a Form 25 with the SEC, our
intention to have our stock trade on OTCQX Market, our development
into an asset management company and our potential strategic
alternatives. These statements may be preceded by, followed by or
include the words "may," "might," "will," "will likely result,"
"should," "estimate," "plan," "project," "forecast," "intend,"
"expect," "anticipate," "believe," "seek," "continue," "target" or
similar expressions. Such statements are subject to certain risks
and uncertainties that could cause our actual results in the future
to differ materially from our historical results and those
presently anticipated or projected. We wish to caution investors
not to place undue reliance on any such forward-looking statements.
Any forward-looking statements speak only as of the date on which
such statements are made, and we undertake no obligation to update
such statements to reflect events or circumstances arising after
such date. We assume no obligation to update forward-looking
statements except to the extent required by applicable securities
laws. If we do update one or more forward-looking statements, no
inference should be drawn that we will make additional updates with
respect to those or other forward-looking statements.
Disclaimers
This press release does not constitute an
offer to sell or a solicitation to buy any securities in any
private investment vehicle managed by GBAM (collectively, the
"GlassBridge-Managed Funds"), and may not be relied upon in
connection with any offer or sale of securities. Any such offer or
solicitation may only be made pursuant to the current Confidential
Private Offering Memorandum (or similar document) for any such
GlassBridge-Managed Fund, which are provided only to qualified
offerees and which should be carefully reviewed prior to investing.
GBAM is a newly formed entity and the GlassBridge-Managed Funds are
currently either in formation state or have recently launch. GBAM
is not currently registered with the SEC as an investment adviser
under the U.S. Investment Advisers Act of 1940, as amended, or
under similar state laws, and nothing in this press release
constitutes investment advice with respect to securities.
Trademarks and Tradenames
This press release includes
trademarks and tradenames owned by the Company and its
subsidiaries, including "GlassBridge" and "Nexsan". Solely for
convenience, these trademarks or tradenames may appear without the
® or ™ symbols, but such references are not intended to indicate in
any way that the Company will not assert, to the fullest extent,
our rights to use these trademarks and tradenames.
For Further Information
Stockholders of GlassBridge
Enterprises, Inc. – Danny Zheng,
Interim CEO, Chief Financial Officer, (651) 704-4311; Prospective
Investors in GlassBridge-Managed Funds – Robert Picard, Senior Managing Director, (732)
939-9000.
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SOURCE GlassBridge Enterprises, Inc.