Synthesis Energy Systems, Inc. (NASDAQ:SYMX) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 27, 2017, Synthesis Energy Systems, Inc. (the Company)
received a letter from the Listing Qualifications Department of
the Nasdaq Stock Market (the Nasdaq), approving the transfer of
the listing of the Companys common stock from the Nasdaq Global
Market to the Nasdaq Capital Market. This transfer will be
effective at the opening of business on June 29, 2017. The Nasdaq
Capital Market operates in substantially the same manner as the
Nasdaq Global Market, and listed companies must meet certain
financial requirements and comply with Nasdaqs corporate
governance requirements. The Companys common stock will continue
to trade under the symbol SYMX.
As previously reported on a Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 23, 2016, on
December 21, 2016, the Company received a deficiency letter from
the Listing Qualifications Department of Nasdaq notifying the
Company that, for the last 30 consecutive business days, the bid
price for the Companys common stock had closed below the minimum
$1.00 per share requirement for continued inclusion on the Nasdaq
Global Market to the Nasdaq Listing Rules (the Bid Price Rule).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the
Compliance Period Rule), the Company was provided an initial
period of 180 calendar days to regain compliance with the Bid
Price Rule.
Following the transfer of its listing, the Company has been
granted an additional 180-day period, or until December 18, 2017
(the Compliance Date), to regain compliance with Bid Price Rule.
If, at any time before the Compliance Date, the bid price for the
Companys common stock closes at $1.00 or more for a minimum of 10
consecutive business days as required under the Compliance Period
Rule, the Staff will provide written notification to the Company
that it complies with the Bid Price Rule, unless the Staff
exercises its discretion to extend this 10 day period to Nasdaq
Listing Rule 5810(c)(3)(F).
If the Company does not regain compliance with the Bid Price Rule
by the Compliance Date, the Listing Qualifications Department of
Nasdaq will provide written notification to the Company that its
common stock may be delisted. At that time, the Company may
appeal the Staffs delisting determination to a Nasdaq Listing
Qualifications Panel (Panel). The Company expects that its stock
would remain listed pending the Panels decision. There can be no
assurance that, if the Company does appeal a delisting
determination to the Panel, that such appeal would be successful.
The Company has provided written notice of its intention to cure
the minimum bid price deficiency prior to the Compliance Date,
including by carrying out a reverse stock split, if necessary.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the annual meeting of the stockholders of Synthesis Energy
Systems, Inc. for the year ended December 31, 2016, seven
directors were elected for terms expiring on the date of the
annual meeting for the year ended June30, 2017. As to each
nominee for director, the results of the voting were as follows:
| Name of Nominee | Number of Votes Voted For | Number of Votes Withheld | Number of Broker Non-Votes | |||||||||||
| Lorenzo Lamadrid | 26,926,434 | 3,022,673 | 22,998,555 | |||||||||||
| Robert Rigdon | 28,403,431 | 1,545,676 | 22,998,555 | |||||||||||
| Denis Slavich | 28,319,656 | 1,629,451 | 22,998,555 | |||||||||||
| Harry Rubin | 28,317,161 | 1,631,946 | 22,998,555 | |||||||||||
| Xu, Ziwang | 28,377,043 | 1,572,064 | 22,998,555 | |||||||||||
| Charles Brown | 28,379,738 | 1,569,369 | 22,998,555 | |||||||||||
| DeLome Fair | 28,417,243 | 1,531,864 | 22,998,555 | |||||||||||
The result of the vote on the ratification of BDO USA, LLP as the
Companys independent registered public accounting firm was as
follows:
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||||||||||
| 51,121,393 | 1,611,939 | 214,330 | ||||||||||||
The result of the advisory vote on the Companys executive
compensation was as follows:
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||||||||||
| 28,088,173 | 1,459,364 | 401,570 | 22,998,555 | |||||||||||
About Synthesis Energy Systems, Inc. (NASDAQ:SYMX)
Synthesis Energy Systems, Inc. is a clean energy company that develops, builds and owns clean energy projects. The Company owns gasification technology, which it utilizes to provide technology licenses and equipment to customers in the energy and chemical industries. The Company operates through segments, including SES China, Technology Licensing and Related Services, and Corporate. The SES China segment includes all of the assets and operations and related administrative costs for China, including initial closing costs relating to its joint ventures. The Technology Licensing and Related Services segment includes all of the Company’s operating activities outside of China. The Corporate segment includes the executive and administrative expenses of the corporate office in Houston. The Company offers U-GAS fluidized bed gasification technology, which is known as Synthesis Energy Systems Gasification Technology (SGT).
