Synthesis energy systems' securities would be subject to delisting unless the company timely requests a hearing before a nasdaq hearings panel

As previously reported, on may 16, 2019, synthesis energy systems, inc. (the “company”) received a notice of noncompliance (the “notice”) from the listing qualifications staff (the “staff”) of the nasdaq stock market llc (“nasdaq”) indicating that the company was not compliant with the minimum stockholders’ equity requirement under nasdaq listing rule 5550(b)(1) for continued listing on the nasdaq capital market because the company’s stockholders’ equity, as reported in the company’s quarterly report on form 10-q for the period ended march 31, 2019, was below the required minimum of $2.5 million. based on materials provided to nasdaq by the company, the staff granted the company an extension through november 12, 2019 to complete its previously announced merger transaction with australian future energy pty ltd. on november 13, 2019, the company received notification from the staff that it did not meet the terms of the previously granted extension and, as a result, the staff has determined that that the company’s securities would be subject to delisting unless the company timely requests a hearing before a nasdaq hearings panel (the “panel”). additionally, on october 17, 2019, the staff notified the company that since it failed to timely file its annual report on form 10-k for the year ended june 30, 2019 (the “form 10-k”), it no longer complied with nasdaq listing rule 5250(c)(1). the company was given until december 16, 2019, to submit a plan of compliance for consideration by the staff. however, pursuant to nasdaq listing rule 5810(c)(2)(a), the staff has informed the company that it can no longer consider the company’s plan, and, as a result, the failure to file the form 10-k serves as an additional and separate basis for delisting. based on the foregoing, the company intends to timely request a hearing before the panel. the hearing request will automatically stay any suspension/delisting action through december 5, 2019. in connection with the hearing request, as permitted under the nasdaq listing rules, the company will request that the panel extend the stay through the hearing and the expiration of any extension period granted by the panel following the hearing. however, there can be no assurance that the panel will grant the extended stay or that the panel will grant the company an extension to enable it to complete the planned merger transaction and thereby demonstrate compliance with all applicable requirements for listing on the nasdaq capital market. the company’s management is working diligently to complete the form 10-k, as well as its quarterly report on form 10-q for the period ended september 30, 2019, and to file the form s-4 in connection with the merger transaction with australian future energy pty ltd, and intends to file the documents with the sec as soon as practicable.
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