Replies to post #9352 on SiNtx Technologies Inc (SINT)

[boston745]

I agree Ash, they delayed this on purpose. Had we voted on RS early part of the year they would have had to execute by end of the month. Waiting until now allows for hearing process and buys more time. Scheduling shareholder vote is paramount in the hearing process. I provide examples below.

Hearing process:

1. NASDAQ will notify Amedica of failure to maintain $1 on the 15th. The letter will also tell Amedica NASDAQ intention to delist if mgmt does not notify NASDAQ of its wish for a hearing within 7 days.
2. Upon receiving said letter from Amedica NASDAQ will schedule a hearing within 45 days. (That means hearing late September)
3. Assuming panel is happy with managements intentions to satisfy $1 minimum bid rule, NASDAQ will grant them up to 4 more months to execute reverse split. (total of 6 additional months).

Its important to note that any merger between Amedica and Zimmer will take 45-60 days likely closing early October just after hearing. Example #2 shows a similar example. Amedica must maintain listing until completion as shares are pooled up.

Example #1:

ANN ARBOR, Mich., Dec. 9, 2009 (GLOBE NEWSWIRE) -- Aastrom Biosciences, Inc. (Nasdaq:ASTM), a leading developer of autologous cell products for the treatment of severe, chronic cardiovascular diseases, announced today that the NASDAQ Hearings Panel (Panel) has granted the Company's request to remain listed on the NASDAQ Stock Market (NASDAQ) until March 31, 2010, subject to certain conditions. The Panel's determination letter, dated December 8, 2009, states that Aastrom must meet the $1.00 minimum closing bid price requirement for a minimum of ten consecutive business days prior to March 31, 2010 in order to remain listed after such date. The Panel may, in its discretion, require the Company to maintain a minimum closing bid price of at least $1.00 per share for a period in excess of ten consecutive business days (but generally no more than 20 consecutive business days) before determining that Aastrom has demonstrated the ability to maintain long-term compliance. In the determination letter, the Panel also acknowledged: 1) the Company's commitment to implement a reverse stock split, assuming that is necessary to regain compliance, and 2) that with unanimous consent of the Board of Directors, the Company has filed a definitive proxy that includes a proposal seeking shareholder approval to effect a reverse stock split. The Panel has reserved the right to reconsider its decision at any time and Aastrom must provide the Panel notice of any significant events during the exception period.

The Company also announced that Institutional Shareholder Services, Inc. (ISS), a wholly-owned subsidiary of RiskMetrics Group, Inc., one of the nation's leading proxy advisory firms, has recommended that Aastrom shareholders vote "FOR" all of the proposals included in the definitive proxy at the Annual Meeting of Shareholders scheduled for December 14, 2009.

NASDAQ Hearings Panel Grants Exception Period to Aastrom Based on Request to Remain Listed on the NASDAQ Stock Market

As you can see, you must have a proxy in place with a vote scheduled before hearing for panel to see that management is serious about meeting the $1 minimum bid.

Example #2

On August 29, 2016, the Company requested a hearing before the Panel to appeal the Previous Letter in accordance with Nasdaq rules and as stated in the Previous Letter, and the hearing was held on October 13, 2016. At the hearing, the Company asked that the Panel continue its listing through December 31, 2016, to allow it to close the previously announced merger of its wholly-owned subsidiary, New Haven Labs Inc., with Precipio Diagnostics, LLC (the "Merger"), which the Company expects to result in a combined entity that will meet all initial listing standards for the Nasdaq Capital Market; however, the Company noted that it will need to effectuate a reverse stock split to ensure compliance with the Minimum Bid Price Requirement.

Based on the plan presented by the Company at the hearing, the Panel issued the Letter granting the Company's request for continued listing on Nasdaq until December 31, 2016, subject to the following conditions:

1. On or before November 15, 2016 the Company must report to the Panel, in writing, regarding the status of the reverse stock split, the filing of a definitive proxy for the Merger, and any feedback received from the Staff regarding the prospects of the application of the post-merger entity for listing on the Nasdaq Capital Market.

2. On or before December 31, 2016, the Company must have closed the Merger and gained approval from the Staff for listing of the post-merger company on the Nasdaq Capital Market.

TRANSGENOMIC INC : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Submission of Matters to a Vote of Security Holders (form 8-K)e

Example #2 adds in the element of a merger into the equation mostly because valuation of TBIO is below the minimum requirement. The purpose of this example is to show what NASDAQ panel will be looking for.
As i said above hearing take place within 45 days of request of hearing. Assuming buyout is announced after August 1st and before hearing date, Amedica will need to maintain listing as the completion process takes 45-60 days. Even announced mergers run into roadblocks as TBIO experienced so RS must be a backup in case of that event. Obviously TBIO had 2 conditions it had to meet and because merger did not happen in time they were delisted.

Transgenomic Provides Update On Its Planned Merger And Reports Change in Listing Status

NASDAQ will require that either a RS is effectuated by such and such date or that the merger completes within the designated timeframe. Reverse split is absolutely a backup plan in this scenario!