EnerJex Resources Receives NYSE Notice for Low Share Price; Company Does Not Anticipate Notice Will Affect Completion of AgEa...
March 02 2018 - 3:05PM
EnerJex Resources, Inc. (NYSE American: ENRJ) announced today its
receipt of notice on February 28, 2018 from NYSE American LLC (the
“NYSE American”) indicating that the Company is not currently in
compliance with the NYSE American’s continued listing standards.
The Deficiency Letter states that the Company’s shares of
common stock have been selling for a low price per share for a
substantial period of time. Pursuant to Section 1003(f)(v) of the
NYSE American Company Guide, the NYSE American staff determined
that the Company’s continued listing is predicated on it effecting
a reverse stock split of its common stock or otherwise
demonstrating sustained price improvement within a reasonable
period of time, which the staff determined to be until August 28,
2018.
The Company’s common stock will continue to be
listed on the NYSE American while it attempts to regain compliance
with the Listing Standards, subject to the Company’s compliance
with other continued listing requirements, as described in prior
filings. The Deficiency Letter does not affect the Company’s
business operations or its Securities and Exchange Commission
reporting requirements.
At the present time, the Company has obtained
shareholder approval to effectuate a reverse stock split at a ratio
of between one-for-two and one-for-twenty five with such ratio to
be determined at the sole discretion of the Board of the Directors
(“Board”) of the Company. The Company’s Board is currently
assessing which ratio would best serve the Company’s stockholders
while allowing the Company to remain compliant with the NYSE
American continued listing requirements.
As previously disclosed, the Company has entered
into an agreement and plan of merger with AgEagle Aerial
Systems, Inc., pursuant to which a wholly-owned subsidiary of
EnerJex will merge with and into AgEagle, with AgEagle surviving as
a wholly-owned subsidiary of EnerJex (the “Merger”). The Merger has
been approved by the boards of directors of both companies and the
shareholders of AgEagle. A definitive proxy statement/registration
statement and a proxy card has been filed with the SEC and was
mailed to the Company’s stockholders with a record date of February
20, 2018 for the special meeting to be held on March 21, 2018.
Forward-Looking Statements
This press release may contain forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are those that address
activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future.
Forward-looking statements are those that use terms such as “may,”
“will,” “expect,” “believe,” “intend,” “should,” “could,”
“anticipate,” “estimate,” “forecast,” “project,” “plan,” “predict,”
“potential,” and similar expressions. Forward-looking statements
contained in this and other written and oral reports are based on
management’s assumptions and assessments in light of past
experience and trends, current conditions, expected future
developments and other relevant factors.
The Company’s forward-looking statements are
subject to risks and uncertainties and are not guarantees of future
performance, and actual results, developments and business
decisions may differ materially from those envisaged by such
forward-looking statements. Such risks and uncertainties include,
but are not limited to, the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement; the outcome of any legal proceedings that may be
instituted against the Company related to the Merger Agreement; the
inability to complete the transaction due to the failure to obtain
the Required Vote or the failure to satisfy other conditions to
completion of the transaction, including the receipt of all
regulatory approvals related to the transaction; and other risk
factors described in the Company’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission (the “SEC”). Factors or
events that could cause the Company’s actual results to differ may
emerge from time to time, and it is not possible for the Company to
predict all of them. The statements made herein are made as of the
date of this disclosure and the Company undertakes no obligation to
update them, whether as a result of new information, future
developments or otherwise.
Additional Information and Where to Find
It
This communication may be deemed to be
solicitation material in respect of the proposed merger transaction
involving EnerJex Resources. In connection with the proposed
merger, EnerJex will mail to shareholders a definitive proxy
statement in connection with the solicitation of proxies for its
special meeting. ENERJEX’S SHAREHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/REGISTRATION STATEMENT AND OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE CAREFULLY, AND IN
THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ENERJEX, AGEAGLE AND THE MERGER. Shareholders will be
able to obtain free copies of the proxy statement/registration
statement and other relevant materials (when they become available)
and other documents filed by EnerJex with the SEC at the SEC’s web
site at www.sec.gov. Copies of the proxy
statement/registration statement and the filings that will be
incorporated by reference therein may also be obtained, without
charge, from the Company’s website, www.enerjex.com.
Participants in
Solicitation
The Company, its directors, executive officers
and certain employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding the Company’s directors and executive
officers is available in its proxy statement filed with the
SEC. Additional information regarding these persons and their
interests in the proposed merger transaction is included in the
definitive proxy statement relating to the proposed merger
transaction that has been filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Investor Contact:
EnerJex Resources, Inc.
Louis Schott
210-559-1670
Enerjex Resources, Inc. (AMEX:ENRJ)
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