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Re: Bacala post# 116760

Wednesday, 04/12/2006 11:56:05 PM

Wednesday, April 12, 2006 11:56:05 PM

Post# of 249374
I kinda think the delisting issue is not a big deal.

On June 23, 2005, Citadel Security Software Inc. (the "Company") received a letter from The Nasdaq Stock Market (the "Notice') notifying the Company that for the 30 consecutive trading days preceding the date of the Notice, the bid price of the Company's common stock had closed below the $1.00 per share minimum required for continued inclusion on The Nasdaq SmallCap Market pursuant to Nasdaq Marketplace Rule 4310(c)(4). The Notice further stated that the Company has been provided 180 calendar days, or until December 20, 2005, to regain compliance with the $1.00 per share bid price requirement in accordance with Nasdaq Marketplace Rule 4310(c)(8)(D). To regain compliance with the bid price requirement, the bid price of the Company's common stock must close at or above $1.00 per share for a minimum of ten consecutive trading days prior to December 20, 2005. If by December 20, 2005 the Company has not regained compliance with the minimum bid price requirement, the Company may be granted an additional 180 day grace period to regain compliance under applicable Nasdaq rules, provided it meets The Nasdaq SmallCap Market initial listing criteria (other than the minimum bid price requirement) at that time. If the Company is not eligible for an additional compliance period at December 20, 2005, the Nasdaq will provide written notification to the Company that the Company's securities will be delisted. At that time, the Company may appeal the Nasdaq's determination to delist the securities to a Nasdaq Listing Qualifications Panel.

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On December 21, 2005, Citadel received a letter from The Nasdaq Stock Market notifying Citadel that Citadel has not regained compliance with the Nasdaq's Marketplace Rule 4310(c)(4) within 180 days of the previously announced failure to comply with the Rule. Citadel is not eligible for an additional 180 day compliance period because Citadel does not meet The Nasdaq Capital Market initial inclusion criteria set forth in Marketplace Rule 4310(c), including the minimum stockholders' equity, net income or market value criteria. As a result, Citadel's securities are subject to delisting from the Nasdaq SmallCap Market.

Citadel intends to request a hearing to appeal the Nasdaq Staff's determination to a Nasdaq Listing Qualifications Panel, in accordance with the Marketplace Rule 4800 Series. Under Nasdaq rules, the hearing request will stay the delisting of Citadel's securities pending the Panels' decision. There can be no assurance that the Panel will grant Citadel's request for continued listing.

Citadel intends to continue to monitor the bid price for its common stock between now and the hearing date. If its common stock does not trade at a level that is required to regain compliance, Citadel's Board of Directors will consider options available to Citadel to achieve compliance. Citadel intends to request an additional extension of time to regain compliance with the Nasdaq's listing requirements.

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On March 10, 2006, Citadel Security Software Inc. received a letter from The NASDAQ Stock Market notifying Citadel that the Nasdaq Listing Qualifications Panel has granted Citadel's request for continued listing, subject to the conditions that (1) on or before April 13, 2006, Citadel must have evidenced a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days, and (2) on or before May 15, 2006, Citadel must report in its Quarterly Report on Form 10-Q for the period ending March 31, 2006, actual stockholders' equity at March 31, 2006 of at least $2,500,000. In addition, Citadel must be able to demonstrate compliance with all requirements for continued listing on the Nasdaq Capital Market. Failure to meet any of these conditions may result in the delisting of Citadel's common stock from The Nasdaq Stock Market. Citadel filed press release related to the Nasdaq letter, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

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Citadel Security Software Inc. ("Citadel") announced today that on April 7, 2006, it received a letter from The NASDAQ Stock Market notifying Citadel that the Nasdaq Listing Qualifications Panel has granted Citadel's request for an extension of the time period to regain compliance with the minimum bid price requirement for continued listing, subject to the conditions that (1) on or before May 2, 2006, Citadel must have evidenced a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days, and (2) on or before May 15, 2006, Citadel must report in its Quarterly Report on Form 10-Q for the period ending March 31, 2006, actual stockholders' equity at March 31, 2006 of at least $2,500,000. In addition, Citadel must be able to demonstrate compliance with all requirements for continued listing on the Nasdaq Capital Market. Failure to meet any of these conditions may result in the delisting of Citadel's common stock from The Nasdaq Stock Market. There can be no assurance that Citadel will meet the NASDAQ's requirements for continued listing

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