PROM (0.22) to deregister common stock - hopefully they'll continue to report quarterly financial results by press release -
IRVINE, Calif., Aug. 13, 2018 (GLOBE NEWSWIRE) -- Propel Media, Inc. (OTC Pink: “PROM”) (“Propel Media” or the “Company”), a performance focused digital media and advertising company, today announced its intention to deregister its common stock and suspend its reporting obligations with the Securities and Exchange Commission (the “SEC”). The required documentation to deregister Propel Media’s common stock and suspend its reporting obligations, which is expected to be filed with the SEC on or about September 4, 2018, will not impact stockholders’ ownership of their common stock, and such common stock will continue to represent the same percentage ownership interest in the Company as immediately before such filing.
Marv Tseu, Propel Media’s Chief Executive Officer, stated: “During the past several years, the trading volume in our stock has been low. In addition, the valuations of comparable publicly-traded businesses in our sector have been erratic and volatile, making it difficult to use stock as a currency for accretive acquisitions. At the same time, the valuations of privately-held businesses in the sector have often eclipsed those of their publicly-traded peers. Because of these factors, which are exacerbated by our small float (more than 78% of the outstanding shares are owned by founders, directors and officers), we don’t believe that the benefits of maintaining our status as a reporting company outweigh the management time, cost and other burdens associated with such status.”
Deregistration will reduce the Company’s administrative costs and it will eliminate the time and distractions of the management team associated with SEC reporting requirements. As a result, Propel Media’s team will be able to increase its focus on maintaining its core business and growing DeepIntent, its AI-based platform. DeepIntent enables large advertisers to curate and target relevant audiences efficiently, resulting in a significant increase in the financial returns realized through their advertising campaigns. The Company will also continue to aggressively pursue other opportunities to diversify its revenue streams by providing new services to brands and direct-response advertisers in both existing and new markets for both customer acquisition and increased customer engagement.
Propel Media’s board of directors decided to deregister and suspend its reporting obligations after careful consideration of the advantages and disadvantages of being an SEC reporting company. The decision to deregister was also made in conjunction with the board’s continuing review of various strategic alternatives available to the Company. In addition, the board considered many factors in making this decision, including:
the low trading volume and minimal liquidity in Propel Media’s common stock and the current lack of analyst coverage for the stock;
the lack of institutional investor support and interest in Propel Media in particular and publicly-traded AdTech companies in general; and
the costs and significant management time associated with the preparation and filing of periodic reports with the SEC and the burdens associated with complying with laws applicable to reporting companies, such as the Sarbanes-Oxley Act of 2002.
Propel Media intends to file a Form 15 with the SEC on or about September 4, 2018 to terminate the registration of its stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the filing of the Form 15, Propel Media will no longer be required to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The obligation to file other reports under the Exchange Act will continue until the deregistration is effective 90 days after the filing of the Form 15.
The Company believes that, immediately following the filing of the Form 15, its common stock will continue to be quoted on the OTC Pink, a centralized electronic quotation service operated by the OTC Markets for over-the-counter securities. However, the Company can give no assurance that trading in its stock will continue in the future on the OTC Pink or on any other securities exchange or quotation medium.
Stockholders may consult their financial advisors, the Company or the Company’s Transfer Agent, Continental Stock Transfer & Trust Company, regarding any questions related to their holding of common stock in the Company following the Company deregistering its common stock and suspending its reporting obligations with the SEC.
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