Item 7.01 Regulation FD Disclosure.
On
As disclosed in a Current Report on Form 8-K filed by the Company on
The Company retained outside consultants and incurred significant expense in
pursuit of these goals. However, the Company's Board of Directors determined
that the Company's limited financial resources could not support the level of
work needed for the restatement and for the Company to become current in its
reporting obligations. The Company sought to raise funds in order to continue
the work needed for these goals, but the Company was unable to secure any such
funding, in large part because the ongoing investigation of the Company by the
After careful consideration of the alternatives, the Board of Directors determined that deregistering the Company's securities under the Exchange Act is in the best interests of the Company and its stockholders because, among other reasons, deregistration should reduce legal, accounting and consultant expense and allow for the reallocation of management and employee time to advancing core business strategies and the Company and its stockholders are unlikely to benefit from continued registration of the Company's securities under the Exchange Act.
The Company was eligible to deregister its common stock and the associated rights by filing a Form 15 under Section 12(g) of the Exchange Act because the Company had fewer than 300 holders of record. The Company's obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Exchange Act was suspended upon filing the Form 15. The deregistration under Section 12(g) of the Exchange Act is expected to be effective 90 days after filing the Form 15 at which time the Company's other filing requirements under Section 13(a) of the Exchange Act will terminate.
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