Published: September 26, 2008
Security With Advanced Technology Receives and Plans to Appeal Delisting Notification From NASDAQ
Security With Advanced Technology, Inc.
(NASDAQ: SWAT) announced today that it received a notice on September 23,
2008 from The Nasdaq Stock Market ("Nasdaq") indicating that the Company is
not in compliance with the minimum bid price requirement for continued
listing set forth in Nasdaq Marketplace Rule 4310(c)(4) (the "Minimum Bid
Price Rule") and that the Company intends to request a hearing before a
Nasdaq Listing Qualifications Panel (the "Panel") to appeal a Staff
Determination to delist the Company's common shares from the Nasdaq Capital
Market. The request for an appeal will result in the Company's shares
continuing to trade on the Nasdaq Capital Market until such time as the
appeal is heard and a determination is made by the Panel.
As previously reported, the Company was initially notified on March 25,
2008, that the bid price of its common stock had closed below the minimum
bid price for 30 consecutive business days. In accordance with the Nasdaq
Marketplace Rules, the Company was granted 180 calendar days, or until
September 22, 2008, to regain compliance with the Minimum Bid Price Rule.
The Company received a letter from Nasdaq on September 23, 2008 indicating
that the Company had failed to regain compliance with Nasdaq's minimum bid
price requirement of $1.00 per share for continued listing of the Company's
common shares on the Nasdaq Capital Market as set forth in Marketplace Rule
4310(c)(4) (the "Staff Determination"), and therefore the Company's shares
are subject to delisting should its appeal to the Panel be rejected. In
accordance with the Marketplace Rules, the Company had initially been
provided with a grace period of 180 calendar days, or until September 22,
2008, to regain compliance with the minimum bid requirement. The Company
was unable to comply with the minimum bid requirement as of such date and
also was unable to satisfy the other initial listing criteria for the
Nasdaq Capital Market that would have provided it with an additional 180
calendar day grace period to meet the minimum bid price requirement.
The Company intends to request an appeal hearing by September 30, 2008 with
the Nasdaq Listing Qualifications Panel to review the delisting
determination following the procedures set forth in the Nasdaq Marketplace
Rule 4800 series. The hearing date will be determined by Nasdaq and should
occur within 45 calendar days from the request for the hearing. A request
for a hearing is expected to 'stay' the delisting of the Company's common
stock pending the Panel's decision. The Company must provide Nasdaq with a
plan to regain compliance. As previously announced, the Company's
shareholders approved a one-for-two reverse split of the Company's common
stock at the Company's Annual Meeting of Shareholders held on September 17,
2008. The Company expects that reverse stock split to be implemented upon
the commencement of trading on September 29, 2008. If this stock split
does not enable the Company to meet the Minimum Bid Price Rule, a
subsequent reverse stock split may be required. If the Company decides not
to appeal the Nasdaq Staff's delisting determination, or if the Panel
denies the appeal, the Company's common stock will be delisted.
At the hearing, the Company will request continued listing on the Nasdaq
Capital Market, based upon its plan for demonstrating compliance with the
applicable listing requirements. Pursuant to the Nasdaq Marketplace Rules,
the Panel has the authority to grant the Company up to an additional 180
days from September 23, 2008 (i.e., March 22, 2009) to implement its plan
of compliance. The Company is currently considering all actions that may
allow it to regain compliance with the applicable Nasdaq listing standards
and maintain its Nasdaq listing. There can be no assurance, however, that
the Panel will grant the Company's request for continued listing on the
Nasdaq Capital Market.
In the event that the Panel denies the Company's request for continued
listing on the Nasdaq Capital Market, the Company's common shares could be
eligible for quotation and trading on the Over-the-Counter Bulletin Board.
About Security With Advanced Technology, Inc.
Security With Advanced Technology, Inc., soon to be renamed PepperBall
Technologies, Inc., is focused on developing and selling non-lethal
personal protection devices as well as surveillance and intrusion detection
systems. SWAT's products and services are designed for consumers,
government agencies, military and law enforcement, in addition to
commercial facilities. For additional information, visit either
www.pepperball.com or .
Forward-Looking Statements
This press release includes "forward-looking statements" as defined by the
Securities and Exchange Commission (the "SEC"). All statements, other than
statements of historical fact, included in the press release that address
activities, events or developments that the company believes or anticipates
will or may occur in the future are forward-looking statements. These
statements are based on certain assumptions made based on experience,
expected future developments and other factors the company believes are
appropriate under the circumstances. Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are beyond
the control of the company and may not materialize, including, without
limitation, the company's timely request of an appeal hearing, the outcome
of the Company's appeal, the eligibility of the company's common stock to
trade on the OTC Bulletin Board or the "Pink Sheets," the company's history
of losses, the company's need to raise additional working capital, the
efficacy of the company's products and services, the company's ability to
secure its ownership of, right to use and protect its intellectual property
and proprietary technology and the company's ability to integrate the
combined operations into a viable enterprise and to complete development
of, launch and achieve acceptable levels of sales and margins for its
products and services. Investors are cautioned that any such statements are
not guarantees of future performance. Actual results or developments may
differ materially from those projected in the forward-looking statements as
a result of many factors. Furthermore, the company does not intend (and is
not obligated) to update publicly any forward-looking statements, except as
required by law. The contents of this release should be considered in
conjunction with the warnings and cautionary statements contained in the
company's recent filings with the SEC, including the Risk Factors beginning
on page 11 of the company's Registration Statement on Form S-4 (File No.
333-152645).
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